– Definitive Agreement Includes Strategic Pivot to Combine Solely with Triterras Fintech’s Leading Kratos Online Marketplace, Creating a Standalone,… One firefighter was injured in a five-alarm blaze that engulfed six buildings in a commercial district on Tuesday. October 19, 1987. Better known as Black Monday (now a Showtime original series), it was the worst market crash in US history since Black Tuesday on October 29,
– Definitive Agreement Includes Strategic Pivot to Combine Solely with Triterras Fintech’s Leading Kratos Online Marketplace, Creating a Standalone, Fast-Growing Fintech Pure-Play Business –
– Transaction to Create One of the World’s Highest Volume Commodity Trading and Trade Finance Platforms –
– Estimated Post-Transaction Enterprise Value of $674 Million, or 8.0x Estimated 2021 EBITDA of $84.3 million –
– Triterras Fintech Shareholders Will Roll 90% of Their Equity Holdings into the Combined Company –
NEW YORK and SINGAPORE, July 29, 2020 (GLOBE NEWSWIRE) — Netfin Acquisition Corp. (Nasdaq: NFIN, NFINW) (“Netfin” or the “Company”), a special purpose acquisition company targeting businesses in the fintech industry, and Triterras Fintech Pte Ltd. (“Triterras Fintech”), a leading fintech company for commodity trading and trade finance, have entered into a definitive agreement for Triterras Fintech to become a publicly listed company (the “Business Combination Agreement”). Upon closing of the transaction, a newly formed Cayman holding company to be named “Triterras” will acquire Triterras Fintech and Netfin and register its shares for listing on the Nasdaq Stock Market under a new ticker symbol.
Following Netfin’s announcement of a non-binding letter of intent to combine with Triterras Fintech and its affiliate, Triterras Holdings Pte. Ltd. on June 29, 2020, the parties made the strategic decision for Netfin to combine solely with Triterras Fintech and not with its affiliated Rhodium commodity trading business in order to create a standalone, fast-growing fintech pure-play business with a 100% fee-based platform and no balance sheet exposure.
Founded in 2018, Triterras Fintech is a leading fintech company focused on trade and trade finance. Its proprietary Kratos™ digital marketplace is one of the world’s largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital from lenders directly online. Triterras Fintech monetizes the Kratos platform by charging fees to its users on their trading and financing transaction volumes. It maintains a presence in key trading centers across the world, including Singapore, the U.K. and the U.S.
Netfin and Triterras Fintech believe Kratos is the only non-petroleum commodity trade and trade finance platform of scale and a first mover in solving critical industry challenges. Kratos solves many of these challenges and directly addresses the $1.5 trillion annual trade finance shortfall reported by the WTO by linking lenders and traders, and allowing them to transact directly on the platform in a significantly more cost-effective, secure and faster way. Sourcing trade finance is identified as the largest issue for many commodity traders.
In fiscal year 2019, Triterras Fintech generated $3.6 billion of transaction volume, $16.9 million of revenue, $14.8 million of EBITDA and $13.2 million of net income. The company projects to generate approximately $7.8 billion of transaction volume, $56.6 million of revenue and $39.8 million of EBITDA for fiscal year 2020 (12 months ending February 28, 2021) and grow at more than a 60% compound annual growth rate (“CAGR”) through 2023.
Trade finance is a $40 trillion industry that provides funding for global trade. Kratos has rapidly become a trusted platform enabling buyers and sellers to trade commodities as well as facilitate short-term trade finance. For traders, the trade financing is critically important to fund physical commodity purchases while in transit and prior to delivery. Kratos provides significant benefits to traders including access to trade finance, lower financing costs, faster cycle times, fraud prevention, improved discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos reduces administration costs, abates risk and fraud, and provides access to prequalified and packaged borrowers with anti-money laundering and “know your customer” solutions.
“Our business combination with Triterras Fintech creates a leading pure-play fintech company that is digitizing a large and growing industry, while making transactions more cost-efficient, secure and faster,” said Marat Rosenberg, President and Director of Netfin. “This is a high-margin, fast-growing platform business with scale. As a public company with access to capital markets to fund its growth, we believe Triterras Fintech will deliver strong near and long-term value for Netfin shareholders. We look forward to supporting Triterras Fintech’s leadership through their new growth phase as a public company.”
Triterras Fintech Founder, Chairman and CEO Srinivas Koneru added: “Triterras Fintech’s tech-enabled platform combined with our deep industry experience provides us a first-mover advantage in disrupting the physical trade and trade finance industry. COVID-19 has rapidly accelerated the migration of trade as well as trade finance to our online platform, Kratos, which has experienced a significant increase in customer activity and transaction volumes since the onset of this pandemic. The experience and capital that Netfin adds will enable us to accelerate our growth and more effectively capitalize on our pipeline and broader market opportunity.”
Transaction Terms & Financing
The combined company will have an estimated $674 million pro forma enterprise value and a $854 million pro forma market cap and no debt, assuming no redemptions of Netfin shareholders. Estimated net cash proceeds to the balance sheet totaling approximately $180 million, assuming no redemptions by Netfin shareholders, will be used to support Triterras’ exponential organic growth, expanded geographies, supply chain financing and additional platform modules. Triterras’ growth strategy is expected to generate $123 million of revenue, $84 million of EBITDA and $71 million of net income for fiscal year 2021 (12 months ending February 29, 2022). Based on these estimates, the transaction has a post-money enterprise value to fiscal year 2021 revenue multiple of 5.5x, an enterprise value to fiscal year 2021 EBITDA multiple of 8.0x and a price to fiscal year 2021 earnings multiple of 12.0x.
Triterras Fintech’s current shareholders are rolling 90% of equity holdings into the combined company. The business combination has been unanimously approved by the boards of directors of both Netfin and Triterras Fintech, and is expected to close in the fourth quarter of 2020, subject to regulatory and shareholder approvals, and other customary closing conditions.
A summary of the terms of the proposed transaction, as well as an investor presentation, is included in a Current Report on Form 8-K to be filed by Netfin with the U.S. Securities and Exchange Commission (the “SEC”). Additional information about the proposed transaction will be described in Netfin’s preliminary proxy statement relating to the acquisition, which it will file with the SEC.
B. Riley FBR is acting as capital markets advisor to Netfin. White & Case LLP and Winston & Strawn LLP are acting as legal advisors to Netfin. Millbank is acting as legal advisor to Triterras Fintech. Ellenoff Grossman & Schole LLP is acting as counsel to B. Riley FBR. Gateway Group is acting as investor relations adviser to both Netfin and Triterras Fintech.
Conference Call & Webcast Information
Netfin and Triterras Fintech management will host a conference call to discuss the transaction today, July 29 at 12 noon Eastern time.
Toll-free dial-in number: (833) 519-1250
International dial-in number: (914) 800-3823
Conference ID: 5497486
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.
The conference call will be broadcast live and available for replay here and on Netfin’s website at netfinspac.com.
A telephonic replay of the conference call will be available after 4:00 p.m. Eastern time on the same day through August 5, 2020.
Toll-free replay number: (855) 859-2056
International replay number: (404) 537-3406
Replay ID: 5497486
About Netfin Acquisition Corp.
Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, focused on the financial technology, technology and financial services industries, including businesses engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector. For more information, visit netfinspac.com.
About Triterras Fintech
Triterras Fintech is a leading fintech company focused on trade and trade finance. It launched and operates Kratos—one of the world’s largest commodity trading and trade finance digital marketplaces that connects and enables commodity traders to trade and source capital from lenders directly online. For more information, visit triterras.com.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Netfin’s and Triterras Fintech’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Netfin’s and Triterras Fintech’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Netfin’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Netfin or Triterras Fintech following the announcement of the Business Combination Agreement and the transactions contemplated therein; (2) the inability to complete the business combination, including due to failure to obtain approval of Netfin’s shareholders or other conditions to closing in the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the inability to meet Nasdaq’s listing requirements following the business combination; (5) the impact of COVID-19 on Netfin or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” in the Registration Statement, and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors is not exclusive. Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Non-IFRS Financial Measures
This press release includes EBITDA, which is a financial measure not prepared in accordance with International Financial Reporting Standards (“IFRS”). Triterras Fintech believes this financial measure is a useful performance measure that allows for an effective evaluation of Triterras Fintech’s operating performance when compared to its peers, without regard to its financing methods or capital structure. However, EBITDA is not a financial measure calculated in accordance with IFRS and should not be relied on or considered as a substitute for, or in isolation from, financial measures calculated in accordance with IFRS.
Other companies may calculate EBITDA and other non-IFRS financial measures differently, and therefore Triterras Fintech’s non-IFRS financial measures may not be directly comparable to similarly titled measures of other companies. Triterras Fintech defines EBITDA as net income before interest income, interest expense, income taxes, depreciation and amortization. Triterras Fintech’s computation of EBITDA may not be identical to other similarly titled measures of other companies. For a reconciliation of EBITDA to the nearest comparable IFRS financial measures, see below.
Because IFRS financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-IFRS measures for our full year 2020 guidance. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Important Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Triterras intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to Netfin’s shareholders in connection with Netfin’s solicitation of proxies for the vote by Netfin’s shareholders with respect to the business combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Triterras to be issued in the business combination. Netfin’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the Business Combination Agreement, Netfin and the business combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Netfin’s shareholders as of a record date to be established for voting on the business combination and other matters as may be described in the Registration Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Participants in the Solicitation
Netfin and its directors and executive officers may be deemed participants in the solicitation of proxies from Netfin’s shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Netfin is contained in Netfin’s registration statement on Form S-1, which was filed with the SEC on July 19, 2019, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Investor Relations Contact:
Gateway Investor Relations
Cody Slach and Matt Glover
Marat Rosenberg, President
New York, New York, UNITED STATES
Author: Netfin Acquisition Corp
San Francisco Fire Displaces Dozens
U.S.|San Francisco Fire Displaces Dozens
One firefighter was injured in a five-alarm blaze that engulfed six buildings in a commercial district on Tuesday.
One firefighter was injured and dozens of workers were displaced after a five-alarm fire engulfed six commercial buildings in San Francisco on Tuesday morning, the city’s Fire Department said.
The fire was first reported at 6:30 a.m. at 13th Street and South Van Ness Avenue, just off Highway 101, in a commercial area that straddles the city’s Mission and South of Market, also known as SoMa, neighborhoods, said Lt. Jonathan Baxter of the San Francisco Fire Department.
An auto body shop, a housing materials supply warehouse and the field operations headquarters of the San Francisco Sheriff’s Department were among the properties that were damaged, the department said. About 100 workers were forced to flee the flames, and all of them escaped without injury, Lieutenant Baxter said.
Chief Jeanine Nicholson of the San Francisco Fire Department said that at one point 160 firefighters were at the scene trying to douse the flames.
“Right now, the fire is probably 90 percent contained,” she said at a news conference late Tuesday morning.
Chief Nicholson said she expected that firefighters would remain at the scene for several days, investigating the cause of the fire and making sure the remaining hot spots were extinguished.
“We do not have a cause or origin at this time,” she said.
One of the businesses that was destroyed was Bartfeld Sales Co., a 75-year-old family-run housing supply warehouse on 14th Street that sold materials like foundation bolts and fasteners.
Brian Bartfeld, 47, said his grandfather, Joe, started the business in 1945 and his father, Bruce, expanded it.
The business moved to 14th Street in 1982. Mr. Bartfeld said he was getting ready to go to the warehouse on Tuesday morning when his mother called him at 7:30 a.m. and told him to turn on the news.
Mr. Bartfeld said his father and an employee had arrived at the warehouse about an hour earlier. By that time, he said, the building was already in flames.
“You’re at a loss for words at a time like this,” Mr. Bartfeld said. “It’s devastating.”
“My grandfather started it from nothing and my father expanded it to what it is today,” he said.
Since the fire started, business owners in the commercial district have been calling one another to check in, Mr. Bartfeld said.
“What’s the next step?” he said. “That’s what we have to sit down and figure out. We have no idea.”
The San Francisco sheriff, Paul Miyamoto, said the fast work of firefighters helped workers escape quickly. Bartfeld Sales Co. suffered only “minimal damage,” he said.
Highway 101 was briefly closed so firefighters could dump water on the fire, Lieutenant Baxter said.
The injured firefighter was being treated at San Francisco General Hospital, Lieutenant Baxter said. The firefighter, an assistant deputy chief in his 50s, was stable and “in good spirits,” he said.
No one else was hurt, Lieutenant Baxter said.
The fire covered nearly an entire block, he told reporters. “This is definitely a difficult fire,” he told KRON-TV.
The Red Cross was helping residents and employees displaced by the fire, Lieutenant Baxter said.
“There’s going to be people out of work,” he said. “There are going to be people out of business.”
Author: Maria Cramer
Should Bitcoin Have Trading Halts or Circuit Breakers?
October 19, 1987. Better known as Black Monday (now a Showtime original series), it was the worst market crash in US history since Black Tuesday on October 29, 1929, which triggered the Great Depression. On Black Monday, the Dow Jones Industrial Average fell 22.6%, while S&P 500 futures contracts plummeted 29%.
With trading volumes sky-high and systems overwhelmed all over the world in October 1987, a solution was finally put in place known as “trading halts,” which basically acted as circuit breakers to stop trading. To this day, the SEC regulates market-wide trading halts, although an individual market, even an individual stock, can trigger its own freeze.
Trading halts can stop trading for 15 minutes and, in severe instances, can close trading for the day.
On March 12, 2020, the stock market plunged severely due to the global pandemic, triggering a Level 1 halt.
While the traditional financial markets have a system in place — what about cryptocurrency? Bitcoin has experienced some major mood swings in response to economic uncertainty, but will investors welcome regulatory action in their decentralized market?
To learn more, watch the video below.
eToro USA LLC; Investments are subject to market risk, including the possible loss of principal.
Author: Guest Author