The business combination of Roxe and Goldenstone has a pro forma enterprise value at signing of approximately $3.6 billion (subject to any adjustment by an independent valuation firm).
NEW YORK, June 21, 2022 (GLOBE NEWSWIRE) -- Roxe Holding Inc., a blockchain-based payments company that is focusing on building the next generation of payment solutions, today announced that it has entered into a definitive business combination agreement with Goldenstone Acquisition Limited, a special purpose acquisition company, that will result in Roxe becoming a publicly traded company on the Nasdaq stock exchange. Upon closing of the transaction, the combined company will operate as Roxe and plans to trade on the Nasdaq with the ticker symbol "ROXE". The transaction is subject to approval by Goldenstone stockholders and other closing conditions, including regulatory approvals.
Roxe is on a mission to build a global trusted community that includes everyone: individuals, banks, central banks, non-bank financial institutions, businesses, and merchants. Its blockchain-based technology offers a multilateral payment channel that supports multiple assets, including currency, gift cards, gaming coins, loyalty rewards, stocks, cryptocurrencies, and CBDC. To date, Roxe has added over 40 global partners to its global payment community, including ECS Fin, Axletree Solutions, Nium, N2Xpress, Fairexpay, Rana Express, iPay, and Treviso. These partners will enable their B2C and B2B customers to send and receive payments from over 100 countries around the world.
"This is an important milestone for Roxe. Our merger with Goldenstone will augment our ability to accelerate our growth and empower users to streamline payments, financial transactions and value exchange across the globe," said Josh Li, Chief Business Officer of Roxe.
"Roxe is a leading blockchain-based open payments network and we strongly believe in the tremendous opportunity for blockchain to transform payments, and we believe Roxe's adherence to a compliant, robust strategy will make it a winner in this track," said Eddie Ni, CEO of Goldenstone.
Transaction Summary
Under the terms of the proposed transaction, Goldenstone's wholly owned subsidiary will merge with and into Roxe, with Roxe as the surviving entity, and with a pro forma combined enterprise value at signing of approximately $3.6 billion (subject to any adjustment by an independent valuation firm). Roxe stockholders will roll 100% of their equity into Goldenstone. There is no minimum cash requirement.
Cash proceeds of the transaction will fund up to $57.5 million of cash consideration to Roxe's balance sheet (assuming no redemptions). Certain existing Roxe equity holders have the potential to receive an earnout for additional shares of equity if certain price targets are met as set forth in the definitive merger agreement.
The transaction remains subject to several conditions such as approval by Goldenstone's stockholders representing a majority of the outstanding Goldenstone voting power, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission in connection with the transaction, and other customary closing conditions.
About Roxe
Roxe is a global payment network that uses blockchain to make money smarter. Roxe's smart payment technology automatically selects the optimal route for payments for any business or individual anywhere in the world. Roxe unifies fragmented global payment systems so that payment and remittance companies, banks, central banks, and consumers can get the speed and cost savings benefits of blockchain technology without directly transacting with cryptocurrencies. Roxe also removes barriers of time, geography, and currency so that financial value moves with unprecedented speed across the globe. Powered by Roxe Chain, a hybrid blockchain purpose-built for payments and other value transfer applications, Roxe also empowers its partners to offer their end customers ultra-fast remittance and payments products. Roxe is designed to be the fundamental component of the global payments industry and is compatible with any traditional and digital financial system. For more information, visit https://www.roxe.io.
About Goldenstone Acquisition Limited
Goldenstone Acquisition Limited operates as a blank check company. The Company aims to acquire one and more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization.
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