Capex.com acquires NAGA Group in reverse merger

Retail FX and CFD brokers NAGA Group and Capex.com have introduced a merger between the 2 teams, which can see Capex.com’s shareholders change into majority homeowners of the mixed firm.

Whereas the merger is barely anticipated to be accomplished in Q2 2024 (and is topic to standard closing circumstances, particularly regulatory approval), the mixed NAGA-Capex.com operations characterize mixed gross sales of roughly USD $90 million ($40 million of which is attributable to Capex.com, and about $50 million to NAGA), and EBITDA of roughly $6.5 million on this monetary yr.

Capex.com and its shareholders will make investments a complete of USD $15 million in fairness into the enterprise mixture, bringing some recent money into publicly traded NAGA, which has struggled this yr to refinance its debt obligations following heavy losses in 2022, which had been diminished within the first half of 2023.

The mixture can be effected through a Reverse Merger between publicly traded The NAGA Group AG (ETR:N4G) and privately held Key Manner Group Ltd, which operates the Capex.com model. NAGA Group will concern roughly 170 million new NAGA Group shares to Key Manner Group’s shareholders, such that Key West / Capex.com shareholders will personal roughly 75% of the mixed, publicly traded firm. The precise variety of new shares and the ensuing shareholding ratios can be decided on the idea of a valuation report by a world auditing agency.

The events have additionally agreed that the managing associate of the Key Manner Group, Octavian Patrascu, can be appointed Chairman of the Administration Board of The NAGA Group AG. The transaction construction additionally consists of the deliberate concern of share choices amounting to twenty% of the elevated share capital.

The merger can be accompanied by the difficulty of a convertible bond with out curiosity (zero coupon) with a time period of 12 months and a complete concern quantity of as much as EUR 8.2 million, which can be provided to shareholders for subscription. The subscription supply for the convertible bond is scheduled to start in December 2023. Main shareholders of The NAGA Group AG will waive their subscription rights in favor of particular person Key Manner Group shareholders, and the latter (i.e. Octavian Patrascu personally) intends to subscribe for convertible bonds as much as a quantity equal to USD $9 million so far as subscription rights will not be exercised.

Capex.com is a globally regulated, quick rising (80% CAGR over the previous three years) Retail FX/CFDs dealer with licenses in Europe and Abu Dhabi. Capex claims an energetic consumer base (throughout 2023) of greater than 60,000, and claims progress by greater than 15,000 signups month-to-month on common. The corporate has raised USD $31 million in fairness financing so far, and its revenues have developed quickly up to now three years from USD $26 million income in 2021 to an estimated USD $40 million in 2023, regardless of what the corporate referred to as a really difficult market atmosphere.

Capex operates with greater than 5 licenses, together with the ADGM license in Abu-Dhabi. The corporate is led by Founder and CEO Octavian Patrascu, who beforehand led the expansion of CFDs dealer Markets.com (2010-2015).

The joint entities will function 8 licenses globally, and this yr are estimated to generate USD $90 million in joint income with an EBITDA of USD $6.5 million. The joint annual buying and selling quantity in 2023 will stand round USD $300 billion {dollars} and the mixed platforms can be residence to 1.5 million customers from greater than 100 nations, anticipating to succeed in 5 million customers by 2025. With its joint licenses, NAGA and Capex can function in additional than 50 nations, together with the fast-growing MENA area the place NAGA will have the ability to roll-out its progressive social buying and selling at scale.

NAGA’s proprietary expertise will leverage Capex present consumer’s base with the providing of social buying and selling, cost providers in addition to spot Crypto, thereby growing lifetime worth of the purchasers of the platform and due to this fact yielding further income. General, it’s anticipated that the enterprise mixture will have the ability to save as much as USD $10 million in annual working bills, comparable to regulatory overheads, headcount, expertise and prices of products bought (COGS). Joint advertising and marketing efforts will result in larger bidding energy on paid visitors and better area and platform authority anticipated to enhance consumer acquisition price considerably in addition to its model status.

The transaction secures extension of the reimbursement of NAGA’s present USD $5 million mortgage to the top of 2025, additional improves liquidity for the fast time period for progress and is supported by NAGA’s largest shareholders.

In a mixture of direct money injections and the contribution of 100% of Capex.com shares to NAGA, the brand new investor will change into the bulk shareholder within the mixed entity as famous above, which can retain the model title NAGA. Octavian Patrascu is about to change into the brand new group CEO following this money injection.

Octavian Patrascu

Octavian Patrascu, the incoming Group CEO of the mixed entities, commented,

“I’m really enthusiastic about this union as in at this time’s market, consolidation can assist speed up our roadmap, targets and provides us the dimension wanted for true innovation. NAGA and Capex.com have a large number of synergies and that’s the reason I’m confidently investing my very own cash on this transaction. I consider we are able to attain our targets and am able to embrace this new problem to set a brand new benchmark within the trade.”

Michael Milonas

Michael Milonas, the CEO of NAGA, added,

“I’m notably happy with this growth because it unlocks worth beneath the management of Octavian and turns into the cornerstone of NAGAs future success, based mostly on three pillars. By way of price and income synergies, which can result in a constructive EBITA affect instantly. By way of strategic synergies, the mixed entity may have a a lot larger footprint concerning customers, licenses, and expertise, which can result in scaling the enterprise within the medium time period in addition to the long run. And lastly, joint management is satisfied a couple of sturdy cultural integration. That is the inspiration of an ideal match, and I’m enthusiastic about what the long run holds for NAGA.”

New monetary projections and analysis protection for the joint group can be revealed sooner or later. The merger is predicted to be accomplished in Q2 2024 and is topic to regulatory approvals and customary closing circumstances, primarily regulatory change of management which is envisioned inside a time-frame of three to six months. The events stated they’re dedicated to pursue an uplisting to NASDAQ as reported to the market in late 2021 by NAGA, which has been halted as a result of unfavorable market circumstances. Potential curiosity by underwriters is to be assessed within the months following closing.



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