The acquisition will be implemented via a scheme of arrangement under Part 26 of the Companies Act 2006, according to the LSE announcement.
Under the terms, Equals shareholders will receive 140 pence per share, comprising 135 pence in cash and a special dividend of 5 pence per share. This represents a 37% premium to Equals’ closing share price on 31 October 2023 and a 30% premium to its three-month volume-weighted average price.
The consortium highlights Equals’ strengths in B2B international multi-currency banking, robust financial performance, and a scalable technology platform. By combining Equals with Railsr, an Embedded Finance platform, the consortium aims to create one of Europe’s largest embedded finance businesses, leveraging synergies across foreign exchange, payments, and banking services. Railsr’s expertise in Embedded Finance complements Equals’ cross-border transaction capabilities.
The acquisition follows Equals’ November 2023 strategic review, which assessed proposals from various parties. According to the Non-Executive Chairman of Equals, this recommended transaction delivers greater value to shareholders and secures a promising future for the Equals Group in a private environment.
BidCo has secured irrevocable undertakings from Equals directors and shareholders representing 16.486% of Equals’ issued share capital to vote in favour of the scheme. The acquisition is expected to close in Q2 2025, subject to regulatory approvals, court sanction, and shareholder votes.
The consortium’s investors, including TowerBrook, J.C. Flowers, and Railsr Shareholders, bring extensive expertise in financial services and fintech. TowerBrook has a track record of responsible investment, while J.C. Flowers specialises in navigating complex regulatory landscapes. Railsr, backed by D Squared Capital and Moneta VC, provides innovative Embedded Finance solutions, including card issuing and Banking-as-a-Service.
According to the Chairman of Railsr, this combination positions the company as a major player in Embedded Finance, improving services for Railsr customers and driving innovation in the fintech sector.
The scheme document, detailing the acquisition and shareholder meeting schedules, will be distributed shortly. With the merger, the consortium envisions a leading fintech entity poised to capitalise on growth opportunities in Embedded Finance and cross-border payments.
The first news of a potential merger between Railsr and Equals Money broke out in March 2024.
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