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HEREIN. HIGHLIGHTS
o Blockchain Moon Acquisition Corp (BMAQ), a Nasdaq-listed SPAC acquires all of
DLTx's Web 3 infrastructure assets and distributed ledger technology investments
o The transaction values the assets at USD 106.6m and the combined company is
anticipated to have implied enterprise value of approximately USD 163.35m
o The current market cap of DLTx is approximately USD 20 million
o The transaction will be settled in BMAQ shares, a substantial portion of which
to be distributed to DLTx shareholders, and upon distribution such shares shall
be freely tradeable on Nasdaq
o DLTx will after the transaction continue as a listed entity under a different
name, focusing on investments in technology companies with disruptive, green and
sustainable business models
(Oslo, 15 October 2022) DLTx ASA (DLTx, OSE:DLTX) today announces the agreement
with Blockchain Moon Acquisition Corp (BMAQ), a Special Purpose Acquisition
Company (SPAC) listed on the Nasdaq Global Market (Nasdaq), through which BMAQ
will acquire all of DLTx's distributed ledger technology assets, including all
of its Web 3 infrastructure assets for consideration of approximately 10.6
million BMAQ shares, subject to adjustment as set forth in the business
combination agreement. DLTx will after the transaction continue as a listed
company under a new name, focusing on investments in disruptive green-tech
companies.
"We are pleased to announce this transformational agreement with BMAQ which
underlines the quality, value and potential of the DLTx portfolio. The offer
implies a significant premium to the current market capitalization of DLTx. We
are confident that BMAQ is the right home for our portfolio of blockchain
companies. The DLTx assets will now be able to build their position as be part
of a strong blockchain ecosystem with potential to accelerate the development of
the companies even further," says CEO of DLTx Thomas Christensen.
DLTx has entered into an agreement with BMAQ for the sale of the company's
blockchain assets. The acquisition will be settled with approximately 10.6
million BMAQ shares, subject to adjustment as set forth in the business
combination agreement. This implies an equity value of the DLTx assets that will
be divested of approximately USD 106.6 million, which equals NOK 1,132,092,000
or NOK 15.9 per issued share in DLTx as of the date hereof. By way of
comparison, the closing price for the DLTx share on Oslo Børs on 14 October 2022
was NOK 2.86. See the full presentation of the transaction under Business
Combination below.
DLTx will continue its listing on Oslo Børs under a new name and new ticker
after closing of the transaction. The company will pursue business combinations
with companies focusing on disruptive and sustainable business models. The
balance sheet will also include DLTx's outstanding receivables of approximately
USD 4.34 million towards Ambershaw Metallics Inc. and Eardley Settlement Ltd.,
which are connected to the company's legacy investment in Ambershaw Metallics. A
substantial portion of the consideration shares in BMAQ will be distributed to
DLTx's shareholders following the completion of the transaction. DLTx will
distribute BMAQ shares to its shareholders by way of repaying paid-in capital as
far as possible.
The proposed transaction implies that DLTx is divesting all shares in its
subsidiaries, including:
o DSM Tech Enterprises and File Storage Partners, LLC
o Distributed Ledger Technologies Ireland Limited DLTx Digital Assets
o DLTx Cloud
o DLTx Ventures
o PalCapital Ventures
All distributed ledger technology investments (minority equity holdings and
tokens) will be included in the sale save for certain of the existing securities
in BMAQ. Investments currently held in DLTx will be moved to subsidiaries
included in the transaction. The DLTx brand is included in the transaction, and
DLTx will change its name prior to closing of the transaction.
"The blockchain economy and Web 3 can only thrive if there is infrastructure in
place, DLTX is building that infrastructure and we look forward to working with
DLTX management to execute that vision."said Enzo Villani, Chairman and Chief
Executive Officer of Blockchain Moon.
The special committee and the board of directors of BMAQ and the board of
directors of DLTx have each approved the proposed transaction, which is expected
to be completed in the summer of 2023, subject to, among other things, the
approval by DLTx's shareholders and Blockchain Moon's stockholders, due
diligence, delivery of a fairness opinion to the special committee of BMAQ's
board of directors and satisfaction or waiver of other customary closing
conditions (please see further details below).
The press release from BMAQ is enclosed.
The transaction will be presented in a live webcast presentation by CEO Thomas
Christensen on Monday 17 October 2022 at 12.00 CET and can be streamed at
https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20221017_1.
Further information about the Business Combination
The Transaction
DLTx, Blockchain Moon Acquisition Corp., a Delaware corporation ("BMAQ" or
"Blockchain Moon"), Malibu Parent Inc., a Delaware corporation and wholly-owned
subsidiary of BMAQ ("New BMAQ"), and Hermosa Merger Sub LLC, a Delaware limited
liability company, ("Merger Sub") have on 14 October 2022 entered into a
business combination agreement (the "Business Combination Agreement") in which
New BMAQ will acquire all of the distributed ledger technology assets of DLTx,
including all Web 3 infrastructure assets (the "Transferred Business") in
consideration for issuance of approximately 10.6 million shares of New BMAQ, as
may be adjusted in accordance with the Business Combination Agreement
("Consideration Shares") (and such transaction, the "Transaction").
The Transaction values, as of the date hereof, (i) the Transferred Business at
an implied initial enterprise value of USD 137 million, and a pre-money equity
value of approximately USD 106.6 million ("Equity Value"), and (ii) each
Consideration Share of USD 10 per Consideration Share.
The special committee and the board of directors of BMAQ and the board of
directors of DLTx have each approved the Business Combination Agreement,
including the proposed Transaction.
Certain major shareholders of DLTx representing an aggregate of approximately
29% of the votes in DLTx have also entered into customary shareholder support
agreements, whereby the shareholders, among other things, undertake to vote in
favor of approving the Transaction and other transactions contemplated by the
Business Combination Agreement at the forthcoming shareholder meetings.
As of the date hereof, New BMAQ is a direct wholly owned subsidiary of BMAQ and
Merger Sub is a direct wholly owned subsidiary of New BMAQ. Immediately prior to
the completion of the Transaction ("Closing"), BMAQ will merge with Merger Sub
with Merger Sub as the surviving company and Merger Sub will thereafter be a
wholly owned subsidiary of New BMAQ, and in connection therewith the existing
BMAQ equity will be converted into equity of New BMAQ. At the Closing, the
Transferred Business will be transferred by DLTx to New BMAQ in consideration
for issuance of the Consideration Shares. New BMAQ is anticipated to change its
name to DLTx, Inc. and shall thereafter be listed on Nasdaq as the public entity
for the combined company following the Transaction and is anticipated to trade
under the ticker symbol DLTX.
Closing is expected to occur in the summer of 2023, subject to satisfaction or
appropriate waiver of customary closing conditions, including:
o DLTx's shareholders and Blockchain Moon's stockholders shall have duly
approved the Transaction and the distribution of the Consideration Shares to the
DLTx shareholders