Lesaka Technologies (LSAK) Proxy Filing summary

Executive summary

• Lesaka Technologies is seeking shareholder approval for the issuance of 17,279,803 shares and a ZAR 232 million cash payment to acquire Adumo, a leading Southern African payments platform, in a transaction valued at ZAR 1.59 billion ($85.9 million).

• The acquisition is expected to close in the third or fourth quarter of 2024, subject to regulatory and shareholder approvals, and will expand Lesaka’s reach to 1.7 million consumers and 119,000 merchants across five countries.

• The transaction is structured as a business combination, with Adumo becoming a wholly owned subsidiary of Lesaka SA, and is expected to generate synergies, enhance cash flow, and improve Lesaka’s net debt-to-EBITDA ratio.

• The purchase price is subject to adjustments for leakage and net equity value, with mechanisms in place for post-closing settlements and indemnification, including warranty and indemnity insurance.

• Both companies’ boards have unanimously approved the deal, and the board recommends a vote in favor of the share issuance proposal.

Voting matters and shareholder proposals

• Shareholders are asked to approve, for Nasdaq Listing Rule 5635, the issuance of shares for the Adumo acquisition; this is the only proposal requiring a vote at the special meeting.

• Approval is a condition to closing; if not approved, the acquisition will not proceed.

• The board unanimously recommends voting “FOR” the proposal.

Board of directors and corporate governance

• No changes to the board or executive officers are expected as a result of the acquisition.

• The board and capital allocation committee conducted extensive due diligence and negotiations, considering strategic fit, financial impact, and risk factors.

• Principal shareholders post-closing will include Value Capital Partners, IFC Investors, Apis Growth 13 Limited, and others, with no single party holding a controlling interest.