/NOT FOR DISTRIBUTION TO
All amounts expressed in
- One of the fastest growing online and leveraged trading multi-asset brokerages globally, with 24% revenue CAGR since 2017
- Offers over 10,000 cash equity and CFD products to 138,500 clients in 165 countries
- Strong shareholder alignment with team led by Co-Founders
Nauman Anees andFaizan Anees - Combined pro forma implied enterprise value of approximately
$190 million - Transaction and proposed private placement to provide up to approximately
$125 million in net cash proceeds available to pursue growth strategy in new markets and new products - Completion of transaction expected in
July 2023 , subject to regulatory approvals and other customary closing conditions
"We are excited to present this qualifying acquisition to our shareholders and believe that ThinkMarkets provides a compelling investment opportunity in a multi-asset online brokerage with a global presence," said
ThinkMarkets Co-Founder and CEO
In connection with the closing of the Business Combination ("Closing"), the Corporation intends to rename itself
Following Closing, the Corporation will be led by ThinkMarkets' Co-Founders
The Corporation also announces the launch of an up to $20 million private placement (the "Private Placement") of convertible debentures (the "Debentures") to fund the Corporation's growth strategy, working capital and for general corporate purposes. The funds from the Private Placement will be in addition to any remaining funds from FGAC's approximately
FGAC's currently issued and outstanding Class A restricted voting shares (the "Class A Restricted Voting Shares") and share purchase warrants (the "Warrants") are listed on the
With clients in over 165 countries, ThinkMarkets operates in the leveraged and online trading industries, providing its customers with access to over 10,000 CFDs, including but not limited to, equities, currencies, precious metals, indices, commodities, ETFs and other trading products. ThinkMarkets has benefited and currently benefits from increased market volatility, and remains well positioned to continue its capture of market share in the evolving global trading landscape. ThinkMarkets has attracted and retained clients by providing them with an advanced trading platform, ThinkTrader, through a proprietary mobile trading app, as well as transparent pricing and proprietary trading tools.
ThinkMarkets is set to benefit from expansion into new markets with five new licenses acquired in the past three years, continued growth of its product offerings, and enhancement of its proprietary trading platform, ThinkTrader. ThinkMarkets' recent entry into
ThinkMarkets has seen significant revenue growth from
FGAC and its sponsors,
In consideration for the acquisition of ThinkMarkets, common shares of the Corporation (the "Common Shares") and Common Share purchase warrants will be issued to the existing shareholders of ThinkMarkets, and such additional consideration as may be required pursuant to the terms of the Business Combination Agreement. The Business Combination values ThinkMarkets at
The Business Combination is subject to the satisfaction of customary conditions, including the approval of the TSX, and approval of certain amendments to the Corporation's articles by its shareholders entitled to vote thereon at the Meeting (as defined below). Completion of the Business Combination is currently expected to occur in
In connection with the Private Placement, which will be marketed prior to Closing, the Corporation will be offering of up to
Pursuant to applicable rules, the Corporation will file with the Canadian securities regulatory authorities in each of the provinces and territories of
In connection with the proposed Qualifying Acquisition, the Corporation will call a special meeting of the shareholders of the Corporation (the "Meeting"). At the Meeting, shareholders entitled to vote will be asked to consider and approve (a) an amendment of the articles of FGAC to: (i) provide that the Corporation's outstanding Class
Further details are set out in an investor presentation (the "Investor Presentation") and the Business Combination Agreement, which will be filed under FGAC's profile on SEDAR at www.sedar.com.
Established in 2010 by
Certain statements in this news release are prospective in nature that constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Business Combination, the Private Placement, the level of share redemptions, the listing of common shares and warrants on the TSX, the expected impact of the Business Combination on the business of ThinkMarkets, and ThinkMarkets' business plans, strategies and growth prospects, and use of proceeds, as well as other statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, outlook, circumstances, performance or expectations that are not historical facts.
Forward-looking statements generally, but not always, can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "could", "would", "will", "expect", "intend", "estimate", "forecasts", "project", "seek", "anticipate", "believes", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events and the negative of any of these terms.
Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management. With respect to the forward-looking statements included in this news release, the Corporation has made certain assumptions with respect to, among other things, approval of various matters by the shareholders of the Corporation, the number of Class A Restricted Voting Shares that will be subject to redemption in connection therewith, the anticipated receipt of any required regulatory approvals and consents (including the approval of the TSX and applicable securities regulatory authorities) and the satisfaction and/or waiver of the various closing conditions to the Business Combination, the success of the Private Placement, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Business Combination Agreement or the Private Placement, the expenses and timing of Closing, that ThinkMarkets is capable of meeting and will meet its future objectives and strategies, that ThinkMarkets' future projects and plans are achievable and will proceed as anticipated, ThinkMarkets' competitive position in its industry, the evolution of the market for trading in financial products in
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent required for the Business Combination or the Private Placement not being satisfied and/or waived; approvals required for the Business Combination and the Private Placement not being obtained; the potential benefits of the Business Combination not being realized; risks related to the achievement of the Corporation's business objectives; the Corporation not maintaining growth in the future; unfavourable economic conditions adversely affecting the Corporation's operations; the interests of the Corporation's directors and officers being different from or in addition to the interests of shareholders; the Business Combination being terminated in certain circumstances; the Corporation's results of operations and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict; the Corporation being unable to retain existing clients or attract new clients; the introduction of new, or changes to existing, products and services by the Corporation failing to attract or retain clients or generate growth and revenue for the Corporation; the Corporation having to comply with extensive, complex and changing laws and regulations across several jurisdictions; and the risks set out under the heading "Risk Factors" in the Investor Presentation and to be set out in the preliminary prospectus. This list is not exhaustive of the factors that may impact the forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the forward-looking statements in this news release. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.
All forward-looking statements included in and incorporated into this news release are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this news release, and except as required by applicable law, the Corporation does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
The securities to be issued in connection with the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "
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