Search by
Banxa Holdings Inc. has entered into a definitive agreement to be acquired by OSL Group Limited, a Hong Kong-listed fintech firm, for a total consideration of approximately C$106 million. The deal involves OSL BNXA Acquisition Inc., a wholly owned subsidiary of OSL, acquiring all outstanding Banxa shares at C$1.55 per share—a premium of 80.2 percent and 138.5 percent over Banxa’s 30-day and 60-day average share prices, respectively, as of June 26, 2025. The transaction, unanimously approved by Banxa’s Board of Directors, is backed by shareholders holding roughly 33 percent of the outstanding shares.
Subject to shareholder, court, and regulatory approvals, the acquisition will proceed via a court-approved plan of arrangement under British Columbia law. The agreement includes a standard non-solicitation clause with a “fiduciary out” provision and a termination fee of C$4.25 million payable under certain conditions.
Financial advisors to Banxa include Architect Partners, LLC and Evans & Evans, Inc., with the latter also providing a fairness opinion supporting the deal. Legal counsel to Banxa includes Cassels Brock & Blackwell LLP (Canada) and Kirkland & Ellis (Hong Kong). OSL Group is advised by Stikeman Elliott LLP (Canada) and Han Kun Law (Hong Kong).
A special shareholders’ meeting is scheduled for August 2025 to vote on the transaction. If approved, Banxa’s shares will be delisted from the TSXV and the company will apply to cease being a reporting issuer in Canada.
Parties
Company
Banxa Holdings Inc.
Company
OSL Group Limited
Company
OSL BNXA Acquisition Inc.
Deal Type
Merger & AcquisitionIndustry
Banking/FinanceTransaction
$ 106,000,000Deal Status
ActiveClosing Date