Diginex Limited Announces Completion of Definitive Agreement to Acquire Matter DK ApS, Expanding Its Sustainability Data and AI Capabilities

Rhea-AI Summary

Diginex (NASDAQ: DGNX), a Sustainability RegTech solutions provider, has signed a definitive agreement to acquire Matter DK ApS in an all-share transaction valued at $13 million. The deal involves issuing Diginex shares at $83.77 per share with an 18-month lock-up period.

Matter, a Copenhagen-based ESG data company backed by NASDAQ, specializes in sustainability data and analytics for the investment industry. The acquisition includes a $2.5 million share grant to Matter's senior management, vesting over 12 and 24 months. The transaction is expected to close within the next quarter, strengthening Diginex's ESG data analytics, benchmarking, and reporting capabilities.

Positive

• Strategic acquisition valued at $13 million enhances Diginex's ESG data analytics capabilities
• Partnership with NASDAQ as a strategic investor and shareholder through Matter acquisition
• All-share transaction structure preserves cash resources
• 18-month lock-up period demonstrates long-term commitment from Matter shareholders

Negative

• Share dilution for existing Diginex shareholders through new share issuance
• Integration risks associated with cross-border acquisition (UK-Denmark)
• Transaction completion subject to closing conditions

LONDON, Aug. 18, 2025 (GLOBE NEWSWIRE) -- Diginex Limited (“Diginex”) (NASDAQ: DGNX), a leading provider of Sustainability RegTech solutions, today announced the signing of a definitive agreement for an all-share acquisition of Matter DK ApS (“Matter”), an innovative ESG data company focused on delivering sustainability data and analytics solutions to the investment industry and helping financial institutions understand and communicate the sustainability of investments.  Matter is based in Copenhagen, Denmark, and counts a subsidiary of NASDAQ as its main strategic investor.  The transaction values the equity of Matter at $13 million, which will be paid through the issuance of Diginex ordinary shares valued at $83.77 per ordinary share, which shares are subject to an 18-month lock-up period. In connection with the transaction, senior management of Matter will be granted ordinary shares of Diginex valuted at $2.5 million, also valued at $83.77 per ordinary share, that vest in equal proportions over 12 and 24 months.  The transaction is expected to close later within the next quarter, subject to customary closing conditions.

This strategic acquisition aims to enhance Diginex’s portfolio by integrating Matter’s advanced ESG data analytics, benchmarking, and reporting capabilities. The acquisition will enable Diginex to offer more comprehensive ESG solutions to organizations worldwide, helping them navigate the complexities of sustainability and meet evolving regulatory and stakeholder expectations for ESG reporting.

“We are thrilled to advance this acquisition, marking a significant step toward integrating Matter’s expertise into our ecosystem and further strengthening our position in the ESG data space,” said Miles Pelham, Chairman of Diginex. “This combination aligns perfectly with our mission to empower businesses with cutting-edge AI tools to drive sustainable impact and positions us for accelerated growth in a high-potential sector. We’re also happy to welcome Nasdaq as a strategic partner and shareholder.”

“We are delighted to move forward with Diginex under this definitive agreement, and we look forward to the opportunities ahead,” said Niels Fibæk, CEO of Matter. “Together, we will amplify our impact, delivering unparalleled data-driven insights to help organizations achieve their sustainability goals.”

Diginex was advised on the transaction by Gibson, Dunn & Crutcher LLP, and Lund Elmer Sandager as to matters of Danish law.

About Diginex

Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software. 

The award-winning diginexESG platform supports 19 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

For more information, please visit the Company’s website:

https://www.diginex.com/.

About Matter
Matter is a pioneering ESG data company that delivers actionable insights to support organizations in achieving their sustainability objectives. Through advanced analytics and reporting, Matter enables businesses to make informed decisions that drive positive environmental and social outcomes. For more information, visit www.thisismatter.com.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company's filings with the SEC.

Diginex
Investor Relations
Email: ir@diginex.com

IR Contact - Europe
Anna Höffken
Phone: +49.40.609186.0
Email: diginex@kirchhoff.de

IR Contact - US
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

IR Contact - Asia
Shelly Cheng
Strategic Financial Relations Ltd.
Phone: +852 2864 4857
Email: sprg_diginex@sprg.com.hk

FAQ

What is the value of Diginex's acquisition of Matter DK ApS?

The acquisition values Matter's equity at $13 million, paid through Diginex ordinary shares at $83.77 per share, with an additional $2.5 million in shares granted to Matter's senior management.

How will the Matter DK ApS acquisition benefit Diginex (NASDAQ: DGNX)?

The acquisition will enhance Diginex's portfolio by adding Matter's advanced ESG data analytics, benchmarking, and reporting capabilities, enabling more comprehensive ESG solutions for organizations worldwide.

What are the terms of the share lock-up period in the Diginex-Matter acquisition?

The Diginex shares issued for the acquisition are subject to an 18-month lock-up period, while management shares vest in equal proportions over 12 and 24 months.

When is the Diginex-Matter acquisition expected to close?

The transaction is expected to close within the next quarter (from August 18, 2025), subject to customary closing conditions.

Who are the key strategic investors in the Matter DK ApS acquisition?

NASDAQ, through a subsidiary, is Matter's main strategic investor and will become a strategic partner and shareholder in Diginex following the acquisition.