Diginex Clarifies Acquisition Details for Resulticks

Diginex issued a clarification in response to questions from market participants regarding the per-share consideration for its previously announced potential acquisition of Resulticks. As disclosed in the company's press release dated April 16, Diginex agreed to acquire Resulticks in an all-share transaction valued at $1.5B, with consideration payable in Diginex ordinary shares at a reference price of $1.32 per share. That reference price was struck on a pre-consolidation basis, ahead of the 8-for-1 share consolidation that became effective at 9:30 A.M. EDT on April 28. The aggregate transaction value remains $1.5B, payable entirely in Diginex ordinary shares. The total economic value of the consideration is unchanged, but as is standard practice, the share purchase agreement contains adjustment mechanisms in the event of corporate actions before closing, such as a reverse share split. The pre-consolidation reference price of $1.32 per share, is therefore adjusted to $10.56 per share on a post-consolidation basis versus close price on April 30 of $1.82. The pre-consolidation consideration share issuance of 1,133,333,333, is therefore adjusted to 141,666,667 shares on a post-consolidation basis. References to the US$1.32 figure should therefore not be interpreted as a post-consolidation price, in present day terms the consideration shares are paid at US$10.56. The transaction remains subject to closing conditions.