Sezzle Flex are pleased to announce that they have entered into a definitive agreement whereby Zip has agreed to acquire Sezzle in an all-scrip transaction by way of a statutory. Shareholders of Sezzle will be entitled to receive 0.98 Zip ordinary shares for each share of Sezzle common stock held including as represented by a CHESS depository interest in Sezzle, subject to the fulfilment or waiver of certain closing conditions.
Sezzle Flex based on the closing price of Zip ordinary shares on the Australian Securities Exchange the entire consideration for the Sezzle shares in the Proposed Transaction implies a value of Sezzle. Based on the closing spot prices Sezzle and the Proposed Transaction values Sezzle at a premium, while based on the 30-day volume weighted average price of Sezzle’s ordinary stock on the ASX4, the Proposed Transaction values Sezzle at a premium.
If the Proposed Transaction and the Placement go through as planned, Zip stockholders would control around 78% of the merged group, while Sezzle Flex owners will possess roughly 22%5. It is anticipated that the Proposed Transaction would close by the end of the third quarter.
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Better Equipped To Capitalize on the Potential Synergies
There will also be a non-underwritten share purchase plan for eligible Zip shareholders in Australia and New Zealand to raise up million in addition to the A$148.7 million fully underwritten placement to eligible institutional, professional, and sophisticated investors the Placement. With the additional cash runway provided by the Placement and SPP proceeds, Sezzle Flex will be better equipped to capitalize on the potential synergies created by the Proposed Transaction and bolster its balance sheet for the long term.
Rapidly Expanding Ecosystem
Capitalizing on Zip and Sezzle’s common objective to financially empower the next generation, the Proposed Transaction has been authorized by the boards of directors of both businesses and the mergers and acquisitions committee of Sezzle’s board of directors. It furthers the goals of both firms to dominate the BNPL market worldwide and in the United States and to propel a rapidly expanding ecosystem that connects retailers and consumers. Together, the Proposed Transaction’s top-tier BNPL personnel has the potential to deliver significant synergy advantages, speeding up the profitability of both firms.
Shedule Estimates and Future Actions
Sezzle Flex anticipates concluding the Proposed Transaction by the end of the third quarter of CY2022, pending the receipt of the necessary approvals from Zip and Sezzle security holders and the fulfillment or waiver of the other conditions to completion. The Board of Directors of Zip unanimously recommends that Zip shareholders vote in favor of the motions required to complete the Proposed Transaction.
Mandatory Meeting of Sezzle Shareholders
Sezzle Flex when they become available, the notice of the meeting and proxy statement for the mandatory meeting of Sezzle shareholders will provide more information on the Proposed Transaction. In due time, Zip will also notify its shareholders of an extraordinary general meeting for the purpose of obtaining the necessary approvals from its shareholders.
New Sources of Funding
Sezzle Flex will also launch an American Depository Receipts program as part of the Proposed Transaction, with the resulting securities needing to be listed on a U.S. market in order to complete the Proposed Transaction. American Depository Receipts are a way for non-U.S. citizens to invest in U.S. firms and for U.S. citizens to invest in foreign enterprises. Firms less difficulty entering the capital markets in the United States. Due to its involvement in this procedure as part of the Proposed Transaction, Zip will have a starting point from which to investigate a U.S. potential future IPO or expanded access to new sources of funding in the United States.
Ordinary Shares at no Cost
Sezzle Flex once the Placement is closed, a non-underwritten SPP with a maximum value of A$50 million22 will be made available to qualified Zip shareholders in Australia and New Zealand. Shareholders who qualify for the SPP will be able to apply for up to A$30,000 worth of new Zip ordinary shares at no cost to the shareholder in the form of broker or transaction fees23.
Offer to Purchase any Securities
To be clear, nothing in this statement should be construed as an offer to sell or a solicitation of an offer to purchase any securities in the United States or elsewhere unless such offer or sale is exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Only in accordance with Regulation S under the US Securities Act can the SPP Shares be offered and sold outside of the US.
Expenses and Revenue
In addition to the news announced today, Sezzle Flex also shared that its HY 2021 financials, which concluded had record-breaking revenue and transaction volumes. The HY 2022 financials for Zip have also been submitted to the ASX. Zip is being advised financially by BofA Securities and Jarden- Evercore. Zip’s legal representation comes courtesy of Skadden, Arps, Slate, Meagher and Flom LLP in the United States and Arnold Bloch Leibler in Australia. Goldman Sachs is Sezzle Flex financial advisor. The Sezzle board of directors has appointed Ropes and Gray as U.S. legal counsel and Squire Patton Boggs as Australian legal counsel to its Merger and Acquisitions Committee.
