WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) ("WonderFi"), Coinsquare Ltd. ("Coinsquare") and CoinSmart Financial Inc. (NEO: SMRT) (FSE: IR) ("CoinSmart") today announced that they have entered into a business combination agreement (the "Business Combination Agreement") to combine their respective businesses (the "Transaction").
The combined company (the "Combined Company") will offer one of the largest regulated crypto asset trading platforms in the world and will provide Canadians with a wide range of diversified products and services including both retail and institutional crypto trading, staking products, B2B crypto payment processing and will also soon include sports betting and gaming. The Combined Company will have transacted over $17 billion since 2017 and have over $600 million in assets under custody, with a registered user base in excess of 1.65 million Canadians.
This news release constitutes a "designated news release" for the purposes of WonderFi's prospectus supplement dated December 23, 2022 to its short form base shelf prospectus dated September 7, 2022.
"At the heart of all great innovation is a consumer that is driven to adopt new technology to improve their personal or professional lives. WonderFi has always been dedicated to bringing the best and most relevant products for our users to market. What we will deliver with the combination of both Coinsquare and CoinSmart is a unique platform where users will trade, earn and pay with crypto, invest in equities, and soon, place wagers all in one compliant ecosystem," said WonderFi President and Interim CEO, Dean Skurka. "With this combination, we have the scale to be the market leader in Canada, a strong balance sheet that will allow for expansion, and a clear path to profitability."
In October 2022, Coinsquare became the first Canadian crypto trading platform to register as an investment dealer and achieve membership with the Investment Industry Regulatory Organization of Canada ("IIROC"), now the New Self-Regulatory Organization of Canada ("New SRO").
"We are extremely proud of all the effort and dedication that's gone into getting us to this point," said Martin Piszel, CEO of Coinsquare. "This combination will create a safe, secure, scalable and regulated trading platform that can compete with the unregulated global exchanges still operating in Canada. Canadian investors want to know that their platform has longevity, their funds are safe and secure, and they can access innovative crypto products. The combination of these 3 leading Canadian brands provides a path to building a profitable, first-of-its-kind multi-asset class platform in Canada."
"We view this combination as a significant and thrilling achievement for all three firms, bringing together Bitbuy's brand and technology, our global crypto payments solution SmartPay, international OTC capabilities, and Coinsquare's IIROC registered platform and product offerings," said CoinSmart CEO Justin Hartzman. "Our combined executive team will help transform not only how the three businesses operate, but how the industry itself evolves around its incredibly valuable users. Modern wealth generation will be our mantra; profitability will be our corporate calling."
"For years operating a registered cryptocurrency platform was a disadvantage as competitors that provided services without the burden of compliance costs were far more profitable," said WonderFi Strategic Investor, Kevin O'Leary. "Those days are over. Investors that see the tremendous potential of cryptocurrencies to make financial services more transparent, less costly, and more productive are seeking investment opportunities that operate in harmony with their regulators. This transaction will create the largest and only fully regulated platform in the country and is a shining example for regulators and investors worldwide of what the future of the cryptocurrency industry looks like. WonderFi's commitment to new regulated verticals and iGaming will make the Combined Company the only publicly traded company on the planet that provides access to all of these product offerings that users have been asking for."
The Combined Company's revenue growth strategy for 2023 and beyond is expected to involve expanding its product offerings to diversify its revenue potential from the more than 1.65 million Canadian retail, institutional, and B2B clients in its ecosystem, including:
Retail and institutional crypto trading;
Global crypto payment processing;
iGaming and sports betting;
Staking and yield products; and
Fractional stock trading.
This planned diversification of product offerings, within one Canadian owned and operated ecosystem, is intended to appeal to a wider range of customers and provide them with an all-in-one solution.
Key Transaction Benefits
Canada's Largest Crypto Asset Trading Platform: The Combined Company will have transacted over $17 billion in crypto transactions since 2017 and will have over $600 million in combined assets under custody, together with a diversified and compliant offering across trading, payments, staking and yield products and related services.
Strong Balance Sheet with Investments Across the Crypto Ecosystem: The Combined Company is expected to have total cash and investments of approximately $50M+ on closing, with no debt.
Cost Synergies & Operational Efficiencies: Best in class compliance, multi-channel marketing and a shared services model will allow the Combined Company to yield significant cost and operational synergies.
High Beta Exposure to Market Leading Platforms: The Combined Company will wholly own multiple platforms including Bitbuy, Coinberry, Coinsquare, CoinSmart, SmartPay, CBIX, Bitcoin.ca, and soon to launch, BetLegend.
Consolidated Investment Dealer: The registered crypto asset trading businesses of the three companies will be consolidated under Coinsquare's investment dealer registrant and New SRO member, Coinsquare Capital Markets Ltd.
Predictable and Growing B2B Crypto Payments Vertical: Global Crypto Payment Processing division SmartPay provides a growing and profitable division with international clients.
Track Record of Revenue Generation: Combined fiscal year 2022 revenues among WonderFi, Coinsquare and CoinSmart totalling approximately $37 million.
Investment in Tetra - Canada's only Qualified Custodian for Digital Assets: Backed by Coinbase Ventures and other well-known financial institutions, Tetra Trust is Canada's only qualified custodian for digital assets, and Coinsquare's ~43% ownership represents significant potential upside for the shareholders of the Combined Company.
Entering Regulated iGaming and Sports Betting in Ontario: With forecasts of $40B+ wagers placed in Ontario since regulation, BetLegend will be well positioned to capture significant market share by leveraging our combined 1.65 million registered Canadian customers to dramatically bolster the Combined Company's long-term ARPU across all verticals.
Scale and Immediate Path to Profitability: The Combined Company's scale, operational synergies and efficiencies is expected to achieve a clear path to profitability and to have cash & investments totaling over approximately $50 million and no debt.
Global Expansion Opportunities: CoinSmart's growing European OTC division provides an opportunity for the Combined Company to expand its presence outside of Canada.
Transaction Details
Pursuant to the Transaction, WonderFi will issue approximately 269,727,080 common shares to Coinsquare's shareholders, and approximately 119,181,733 common shares to CoinSmart's shareholders. On completion of the Transaction, WonderFi shareholders will own approximately 38% of the Combined Company, Coinsquare shareholders will own approximately 43% of the Combined Company, and CoinSmart shareholders will own approximately 19%, on a partially diluted basis.
CoinSmart shareholders will be entitled to share in an earn out of up to an additional $15 million of total consideration, based on the revenues of CoinSmart's SmartPay business (over a period of three years following the closing of the Transaction).
The Combined Company's board of directors is expected to be comprised of nine members with four nominees from Coinsquare, which includes one nominee from Mogo Inc. ("Mogo") (Coinsquare's largest shareholder), three nominees from WonderFi, and two nominees from CoinSmart.
The directors, officers and principal shareholders of Coinsquare and the principal shareholders of CoinSmart will be subject to lockup-up arrangements, pursuant to which their shares of the Combined Company will become freely tradeable over an 18-month period.
All other Coinsquare shareholders will be subject to lockup-up arrangements, pursuant to which their shares of the Combined Company will become freely tradeable over a 12-month period.
A go-forward strategy and joint-integration steering committee has been formed, consisting of representation from WonderFi, Coinsquare, CoinSmart and Mogo, which will be led by Noel Biderman.
Proposed Board
Upon closing of the Transaction, the board of directors of the Combined Company will be set at 9 members. The proposed board members are: Dean Skurka, Jeffrey Orridge, Bobby Halpern, Jason Theofilos, Michael Wekerle, Wendy Rudd, Nick Thadeney, Justin Hartzman, and G. Scott Paterson.
Board of Directors' Recommendations
After consultation with their respective outside financial and legal advisors, the boards of directors of each of the parties unanimously approved the Business Combination Agreement and each recommend that their respective shareholders vote in favour of the Transaction.
Transaction Summary and Timing
Under the terms of the Business Combination Agreement, the Transaction will be effected by way of two court-approved plans of arrangement (each, an "Arrangement") involving Coinsquare under the Canada Business Corporations Act and CoinSmart under the Business Corporations Act (British Columbia). The Arrangements will each require the approval of at least 66 2/3% of the votes cast by the shareholders of each of Coinsquare and CoinSmart voting at special meetings of those companies. A majority of the WonderFi shareholders will also be asked to approve the Transaction, in accordance with the rules of the Toronto Stock Exchange, at a special meeting of WonderFi.
Completion of the Transaction is subject to regulatory and court approvals and other customary closing conditions. Regulatory approvals expected to be required include receipt of approval under the Competition Act (Canada), New SRO, the Canadian Securities Administrators, the Neo Exchange Inc. and the Toronto Stock Exchange.
The Business Combination Agreement includes non-solicitation provisions for each of WonderFi, Coinsquare and CoinSmart, and contains fiduciary outs to allow each party to accept a superior proposal, subject to rights to match and other customary exceptions. Each party will be required to pay termination fees totaling $3.0 million in certain circumstances.
It is anticipated that the shareholder meetings of each party will occur in the second quarter of 2023. Closing is expected to occur thereafter, subject to satisfaction of the closing conditions under the Business Combination Agreement, a copy of which is available on WonderFi's and CoinSmart's respective SEDAR profiles at www.sedar.com.
Following completion of the Transaction, the common shares of the Combined Company are expected to trade on the Toronto Stock Exchange, subject to approval or acceptance of each exchange in respect of the Transaction.
Financial Advisors and Counsel
Bobby Halpern of Halpern & Co. is acting as lead special advisor to WonderFi. In connection with the Transaction, WonderFi has engaged Haywood Securities Inc. to act as financial advisor and provide a fairness opinion, and Cassels Brock & Blackwell LLP as its legal advisor. Coinsquare has engaged Origin Merchant Partners as its financial advisor and Goodmans LLP as its legal advisor. CoinSmart has engaged Eight Capital as its financial advisor and Wildeboer Dellelce LLP as its legal advisor.