VANCOUVER, June 21, 2019 /PRNewswire/ - Mogo Finance
Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) ("Mogo") and
Difference Capital Financial Inc. (now "Mogo Inc.") (TSX: DCF)
("Difference" or, following the Arrangement (as defined
below), the "Combined Entity") are pleased to announce the
completion of Mogo's previously announced arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia)
("BCBCA"), pursuant to which Mogo combined its business with
the business of Difference. The Arrangement became effective at
12:01 a.m. (PST) on June 21, 2019 (the "Effective
Time"). Prior to the consummation of the Arrangement,
Difference completed the Continuance (as defined below) and changed
its name to "Mogo Inc.".
"We are excited to finalize this transaction, which provides the
company with additional resources to continue executing on our
vision," said David Feller, Mogo's
Founder and CEO. "Banking is changing, and the future will be
dominated by a mobile-first app that makes it easy for consumers to
be financially fit. Our team is focused on building out new
products and new features to ensure Mogo remains the leader in this
rapidly evolving landscape."
"The completion of the Arrangement will strengthen our financial
position and represents a significant opportunity to build on our
leadership in the Canadian fintech space and create value for
shareholders of Mogo Inc.," added Greg
Feller, Mogo's President and CFO. "The overwhelming support
for this transaction from Difference shareholders underscores the
long-term growth potential of Mogo."
Under the Arrangement, Mogo was amalgamated with a wholly-owned
subsidiary of Difference and each Mogo common share (a "Mogo
Share") outstanding immediately prior to the Arrangement, other
than Mogo Shares held by Difference, was exchanged for one common
share of the Combined Entity. Prior to the commencement of the
Arrangement, Difference continued from a corporation existing under
the Canada Business Corporations Act to a corporation
existing under the BCBCA (the "Continuance"). On completion
of the Arrangement, former Mogo shareholders own approximately 80%
of the Combined Entity, on a fully diluted basis. In connection
with the Arrangement, all of Mogo's outstanding convertible
securities became exercisable or convertible, as the case may be,
for shares of the Combined Entity in accordance with the provisions
thereof.
It is anticipated that the Mogo Shares will be delisted from the
Toronto Stock Exchange (the "TSX") on or about the close of
trading on June 24, 2019. Shares of
the Combined Entity will begin trading on the TSX under the ticker
symbol "MOGO" in place of the Difference common shares at the open
of trading on June 25, 2019. In
addition the Combined Entity will be treated as a successor in
interest to Mogo and, as such, the Combined Entity will be listed
on the Nasdaq Capital Market ("NASDAQ") under the ticker
symbol "MOGO". Shares of Mogo and Difference traded between
June 21st and June 25th will automatically settle
for shares of the Combined Entity.
Following the completion of the Arrangement, the board of
directors of the Combined Entity was reconstituted and now consists
of David Feller (Chairman and CEO),
Gregory Feller (President and CFO),
Michael Wekerle, Minhas Mohamed and Kees
Van Winters. The Combined Entity will continue to
execute on Mogo's vision of building the leading fintech platform
in Canada. The Arrangement
provides Mogo with immediate access to cash and Difference's
portfolio of investments which includes some of the premier private
technology companies in Canada,
which collectively had an estimated fair market value of
approximately $24 million as of
December 31, 2018.
Prior to the completion of the Arrangement, Mogo had convertible
debentures listed on the TSX under the trading symbol "MOGO.DB"
(the "Mogo Debentures"). In connection with the Arrangement,
each Mogo Debenture was exchanged for a convertible debenture of
the Combined Entity (each, a "New Debenture"). The New
Debentures have equivalent terms as the Mogo Debentures for which
they are exchanged and are convertible into common shares of the
Combined Entity on a one to one basis. It is anticipated that the
Mogo Debentures will be delisted from the TSX on or about the
close of trading on June 24, 2019 and
the New Debentures will commence trading under the same ticker
symbol "MOGO.DB" at the open of trading on June 25, 2019.
It is anticipated that the Combined Entity will make the
necessary applications to cause Mogo to cease to be a reporting
issuer under the securities legislation of each of the provinces
and territories in Canada under
which it is currently a reporting issuer (or equivalent), as the
combined business of Mogo and Difference is now operated by the
Combined Entity.
Additional details regarding the Arrangement and the additional
transactions completed thereunder are set forth in Mogo's
management information circular dated May
13, 2019, a copy of which is available under Mogo's profile
on SEDAR at www.sedar.com and Difference's management
information circular dated May 13,
2019.
About the Combined Entity – "Mogo Inc."
Mogo — a financial technology company — is a financial health
app that empowers consumers with simple solutions to help them
manage and control their finances. Users can sign up for a free
MogoAccount in only three minutes and get access to six products
including free credit score monitoring, identity fraud protection,
digital spending account with Platinum Prepaid Visa® Card, digital
mortgage experience, the MogoCrypto account, the first product
within MogoWealth, which enables the buying and selling of bitcoin,
and access to smart consumer credit products through MogoMoney. The
platform has been engineered to deliver a best-in-class digital
experience, with best-in-class financial products all through one
account. With more than 800,000 members and a marketing partnership
with Canada's largest news media
company, Mogo continues to execute on its vision of becoming the
go-to financial app for the next generation of Canadians. To learn
more, please visit mogo.ca or download the mobile app (iOS or
Android).
Mogo Cautionary Statement
This news release may contain "forward-looking statements" that
relate to the Combined Entity's current expectations and views of
future events. In some cases, these forward-looking statements can
be identified by words or phrases such as "may", "might", "will",
"expect", "anticipate", "estimate", "intend", "plan", "indicate",
"seek", "believe", "predict" or "likely", or the negative of these
terms, or other similar expressions intended to identify
forward-looking statements. The Combined Entity has based these
forward-looking statements on its current expectations and
projections about future events that it believes might affect its
financial condition, results of operations, business strategy and
financial needs. These forward-looking statements include, among
other things, statements relating to the expected timing by which
Mogo Shares and Mogo Debentures will be de-listed from the TSX and
the commencement of trading of the Combined Entity shares and the
New Debentures on the TSX, the composition of the Combined Entity,
the value of the investment portfolio of Difference, and the
potential success of the Combined Entity going forward.
Forward-looking statements are based on certain assumptions and
analyses made by Mogo, Difference and/or the Combined Entity in
light of the experience and perception of historical trends,
current conditions and expected future developments and other
factors it believes are appropriate, and are subject to risks and
uncertainties. Although we believe that the assumptions underlying
these statements are reasonable, they may prove to be incorrect,
and we cannot assure that actual results will be consistent with
these forward-looking statements. Given these risks, uncertainties
and assumptions, any investors or users of this document should not
place undue reliance on these forward-looking statements.
The forward-looking statements made in this news release relate
only to events or information as of the date of this news release
and are expressly qualified in their entirety by this cautionary
statement. Except as required by law, we do not assume any
obligation to update or revise any of these forward-looking
statements to reflect events or circumstances after the date of
this news release, including the occurrence of unanticipated
events. An investor should read this news release with the
understanding that our actual future results may be materially
different from what we expect.
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SOURCE Mogo Finance Technology Inc