Exodus Movement offers to acquire Banxa for C$1.79 per share

Exodus Movement (EXOD) has submitted a proposal for the acquisition of all of the issued and outstanding common shares of Banxa Holdings (BNXAF). Banxa announced that its Board of Directors, after consultation with its financial and legal advisors, and after consideration of a recommendation from its Special Committee of the Board of Directors, has unanimously determined that the Exodus Offer constitutes a “Superior Proposal” under the terms of the arrangement agreement between Banxa and 1493819 B.C. Banxa also announced that it provided notice of such determination to 1493819 and that, under its arrangement agreement with 1493819, 1493819 now has the right, until 5:00 p.m. on February 10, 2025, to propose to amend the terms of the arrangement agreement in order to make the Exodus Offer no longer a Superior Proposal. Pursuant to the terms of the Exodus Offer, Exodus has offered to acquire all of the issued and outstanding common shares of Banxa for consideration per Banxa Share comprised of C$1.10 in cash; and 0.0079 of class A common stock of Exodus. Based on the closing price of the Exodus Shares on NYSE American on February 3, 2025 of $59.59 and the U.S./Canada daily exchange rate on February 3, 2025 of $1.00/C$1.4603, the value of the share consideration to be paid to Banxa shareholders is $0.47 or approximately C$0.69 per Banxa Share, bringing the total consideration to be received by Banxa shareholders to approximately C$1.79 per Banxa Share. At this time, there can be no assurance that the Exodus Offer will lead to a termination of the arrangement agreement between Banxa and 1493819 and the execution of a definitive arrangement agreement between Banxa and Exodus in respect of the Exodus Offer, or that the proposed transaction contemplated by the Exodus Offer will be consummated.