Arcario AB (OM:ARCA) entered into a share purchase agreement to acquire Vanir Finance AS from Morten Klein, Klein Invest AS, Kabaal Crypto AS and Haig Hodling AS for SEK 25.2 million.
December 05, 2023
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Arcario AB (OM:ARCA) entered into a share purchase agreement to acquire Vanir Finance AS from Morten Klein, Klein Invest AS, Kabaal Crypto AS and Haig Hodling AS for SEK 25.2 million on December 6, 2023. Under the terms of agreement, the purchase price shall equal SEK 25,200,000 and shall be paid in the form of 2,100,000,000 newly issued shares in Arcario (the ?Consideration Shares?). The consideration agreed between the parties in the Acquisition amounts to SEK 25,200,000 and shall be paid by issuing a promissory note. The consideration under the promissory note shall in its entirety be set-off against 2,100,000,000 Consideration Shares in Arcario, entailing a dilution of approximately 19.3 percent of the outstanding share capital and votes in Arcario. Consideration Shares will be issued at a subscription price of SEK 0.012 per share. Arcario intends to summon an Extraordinary General Meeting to, among other things, approve the Acquisition and resolve on a directed issue of the Consideration Shares. In a related transaction, the Board of Directors of Arcario has today, by virtue of the authorization from the Annual General Meeting held on June 9, 2023, carried out an issue of 625,000,000 shares directed to a limited group of investors to an amount of SEK 7.5 million (the ?Share Issue?), as a prerequisite for financing the Acquisition. A prerequisite for the Acquisition was that the Board of Directors of Arcario had secured the Share Issue, thereby strengthening Arcario?s liquidity in connection with the Acquisition. Post completion of the acquisition, Klein Invest will become one of the major shareholders of Arcario.
Closing of the Acquisition is subject to customary terms and conditions and is also conditional on the general meeting of Arcario approving the Acquisition and resolving on the issue of the Consideration Shares following proposal from the Board of Directors of Arcario. Arcario intends to summon an Extraordinary General Meeting to be held in January 2024 to, among other things, approve the Acquisition and resolve on an issue of the Consideration Shares. Provided that the general meeting approves the Acquisition, closing is expected to take place around the end of January 2024 and the promissory note regarding the consideration will be issued in connection therewith. The added cash flow from Vanir is expected to result in Arcario achieving a positive operational cash flow immediately following the closing of the Acquisition.
Arcario AB, formerly Arcane Crypto AB, is a Sweden based holding company, which is engaged in developing and investing in businesses and projects focusing on bitcoin and digital assets. The Company holds 100% stakes in K33, a research-led digital assets brokerage with investment services across EMEA, Arcane Green Data, an environmentally sustainable Bitcoin mining operation based in northern Norway, and minority stakes in both Puremarkets Ltd (37.5%), an interbank OTC market for digital currencies, and LN Markets (16%), a Bitcoin exchange built on the Bitcoin Lightning Network. Arcario was founded in 2018 as Arcane Crypto and operates internationally with local office in Stockholm and Oslo.
Arcario AB (OM: ARCA) entered into a share purchase agreement to acquire Vanir Finance AS from Morten Klein, Klein Invest AS, Kabaal Crypto AS and Haig Hodling AS for SEK 25.2 million.