Fintech
Chesswood Group Limited to Acquire Rifco Inc.
Transaction Highlights
- Chesswood will enter the Canadian auto finance sector with the acquisition of Rifco
- $1.28 per Rifco share represents a premium of approximately 42% to Rifco’s closing price on August 9, 2021 and a premium of approximately 13% to Rifco’s closing price on October 26, 2021
- Special Committee and voting Directors unanimously recommend the Transaction to Rifco shareholders
- Rifco shareholders may elect to receive the consideration in either cash or Chesswood shares
- Leaders of MBO group enter into voting support agreements
Toronto, Ontario and Red Deer, Alberta–(Newsfile Corp. – October 27, 2021) – Rifco Inc. (TSXV: RFC) (“Rifco”), a leading Canadian alternative auto finance company, and Chesswood Group Limited (TSX: CHW) (“Chesswood”), North America’s only publicly traded commercial equipment finance company focused on small and medium-sized businesses, today announce that they have entered into an arrangement agreement (the “Agreement”) pursuant to which Chesswood will acquire all of the issued and outstanding common shares of Rifco (the “Rifco Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Transaction”).
Under the terms of the Agreement, each Rifco shareholder will receive consideration of $1.28 for each Rifco Share held, to be satisfied either in cash or Chesswood common shares (with the number of Chesswood common shares to be determined based on the 10 day volume weighted average price (“VWAP”) determined five business days before the special meeting of Rifco shareholders to approve the Transaction (the “Special Meeting”)) at the election of the Rifco shareholder (the “Consideration”), representing aggregate consideration of approximately $28 million on a fully diluted basis. The Consideration represents an approximately 42% premium to the closing price of Rifco Shares on August 9, 2021, an approximately 48% premium to the VWAP of the Rifco Shares over the 20 trading days prior to August 9, 2021 and an approximately 13% premium to the closing price of the Rifco Shares on October 26, 2021.
“Our vision is for Chesswood to continue its growth as a leading and diversified platform for high quality specialty finance companies,” said Ryan Marr, President & CEO, Chesswood Group. “The acquisition of Rifco provides Chesswood with a highly attractive and scalable platform in the Canadian auto finance sector. We are excited to work with the executive team at Rifco to support their business growth, including capitalizing on the funding advantages of Rifco being part of the larger Chesswood Group of companies.”
“Rifco’s management is highly supportive of the transaction with Chesswood and the MBO group is no longer pursuing the acquisition of Rifco,” said Roger Saran, President & COO, Rifco. “Rifco’s customers, dealers and other stakeholders will continue to benefit from Rifco’s innovative products and customer service and now will have access to additional resources as part of the Chesswood Group.”
Special Committee and Board of Directors Recommendations
A special committee (the “Special Committee”) of Rifco’s board of directors (the “Board”) was formed under the direction of Board member Sean Aylward to consider the August 10, 2021 non-binding acquisition proposal received by Rifco from certain members of Rifco’s senior management team, and to review any acquisition proposals subsequently received by Rifco. The Special Committee retained Raymond James Ltd. (“Raymond James”) as financial advisor. Prior to entering into the Agreement with respect to the Transaction, the Special Committee engaged in discussions with ten (10) potential transaction counterparties, including Chesswood, of which four (4) entered into confidentiality agreements with Rifco to determine their interest in pursuing a potential transaction for the acquisition of 100% of the Rifco Shares.
Raymond James has provided a fairness opinion to the Special Committee (the “Fairness Opinion”) stating that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Rifco shareholders pursuant to the Transaction is fair, from a financial point of view, to Rifco shareholders.
The voting members of the Board, after receiving financial and legal advice, and following receipt of the Fairness Opinion and the recommendation of the Special Committee, have unanimously determined that the Transaction is in the best interests of Rifco and are recommending that Rifco shareholders vote in favour of the Transaction. In approving the Transaction and making its recommendation, the Board considered, among other things, the relative merits of the proposals received from all potential counterparties, including Chesswood. Of those, the Transaction presented by Chesswood represented the most attractive option to Rifco shareholders.
Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Alberta) and is subject to approval of 66 ⅔% of the votes cast by Rifco shareholders at the Special Meeting.
The completion of the Transaction will also be subject to obtaining required court and other approvals, and satisfaction of closing conditions customary for a transaction of this nature. The Agreement includes customary deal-protection provisions. Rifco is subject to non-solicitation provisions, and in certain circumstances the Board may terminate the Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of $1.00 million and subject to a right of Chesswood to match such superior proposal.
It is anticipated that the management information circular (the “Circular”) for the Special Meeting will be mailed to Rifco shareholders in the next 30 days and the Special Meeting will be held in December, 2021. Following closing of the Transaction, the Rifco Shares would be delisted from the TSX Venture Exchange. The Transaction is expected to close in late December 2021 or in January 2022.
Advisors and Counsel
Raymond James acted as exclusive financial advisor to Rifco and provided the Fairness Opinion to the Special Committee in connection with the Transaction. Miller Thomson LLP is acting as counsel to the Special Committee and Rifco.
McCarthy Tétrault LLP is acting as counsel to Chesswood in connection with the Transaction.
Additional Information about the Transaction
A copy of the written Fairness Opinion, and a description of the various factors considered by the Board in its determination to approve the Transaction, as well as other relevant background information, will be included in the Circular to be sent to Rifco shareholders in advance of the Special Meeting. The Circular, the Agreement, including the plan of arrangement, and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com.
About Chesswood Group Limited
Through two wholly-owned subsidiaries in the United States and three subsidiaries in Canada, Chesswood Group Limited is North America’s only publicly traded commercial equipment finance company focused on small and medium-sized businesses.
Colorado-based Pawnee Leasing Corporation, founded in 1982, finances a highly diversified portfolio of commercial equipment leases and loans through relationships with over 600 brokers in the United States. Tandem Finance Inc. provides financing in the U.S. through the equipment vendor channel. In Canada, Blue Chip Leasing Corporation has been originating and servicing commercial equipment leases and loans since 1996, and today operates through a nationwide network of more than 50 brokers. Vault Credit Corporation specializes in equipment leases and commercial loans across Canada, allowing for customizable financing solutions while catering to a wide spectrum of credit tiers, equipment types and sectors by offering industry-leading service levels, experienced underwriters and account administrators. Vault Home Credit Corporation was launched in September 2021 and focuses on providing home improvement and other consumer financing solutions in Canada.
Chesswood does not currently hold any Rifco Shares.
About Rifco Inc.
Rifco Inc. is focused on being the best alternative auto finance company through its wholly owned subsidiary Rifco National Auto Finance Corporation. Its mission is to help deserving Canadians own automobiles.
Rifco seeks to create sustainable long-term competitive advantages through personalized partnerships with dealers, innovative products, the use of industry-leading data and analytics, and leading collections practices. Rifco’s corporate culture fosters employees that are highly engaged, innovative, and performance driven.
Caution Regarding Forward-Looking Information
This news release may contain forward-looking statements with respect to Chesswood, Rifco, their respective products and operations and the Transaction. These statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulations, and the factors described under “Risk Factors” in the respective Management’s Discussion and Analysis and Annual Information Forms of Chesswood and Rifco, which are available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to Chesswood and Rifco and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this news release, and neither Chesswood nor Rifco have any obligation to update such statements, except as required under applicable securities laws.
This news release is also issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Rifco’s profile on SEDAR containing additional information with respect to the foregoing matters. A copy of such report may be obtained by contacting Chesswood at [email protected]. The address of Chesswood is 1133 Yonge Street, Suite 603, Toronto, Ontario, M4T 2Y7.
None of TSX Venture Exchange, Toronto Stock Exchange or their respective Regulation Services Providers (as that term is defined in the policies of the relevant exchange) accepts responsibility for the adequacy or accuracy of this release.
All trade names are the property of their respective owners.
SOURCE Chesswood Group Limited and Rifco Inc.
For further information: MEDIA CONTACTS:
Chesswood Group Limited: Ryan Marr, President and Chief Executive Officer, 416-681-8963
Rifco Inc.: Warren Van Orman, Vice President and Chief Financial Officer, 403-314-1288 Ext 7007
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100993
Fintech
Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)
As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.
Chime’s Quiet Step Toward Public Markets
Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.
With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.
Source: Bloomberg
ZBD’s Pioneering Achievement: EU MiCA License Approval
ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.
MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.
Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.
Source: Coindesk, PR Newswire
The Fintech-Credit Union Synergy: A Blueprint for Innovation
The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.
This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.
Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.
Source: PYMNTS
Tackling Student Loan Debt: A Fintech’s Mission
Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.
The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.
As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.
Source: RBJ
Industry Implications and Takeaways
Today’s updates underscore several key themes shaping the fintech landscape:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.
The post Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA) appeared first on News, Events, Advertising Options.
Fintech
SPAYZ.io prepares for iFX EXPO Dubai 2025
Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.
SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.
Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.
“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”
Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.
The post SPAYZ.io prepares for iFX EXPO Dubai 2025 appeared first on News, Events, Advertising Options.
Fintech
Airtm Enhances Its Board of Directors with Two Strategic Appointments
Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.
“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”
Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.
Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.
The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.
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