Diginex Provides Update on Acquisition Strategy

Rhea-AI Summary

Diginex (NASDAQ: DGNX) has outlined its strategic acquisition plans involving three companies. The company has signed a $13 million all-share definitive agreement to acquire Matter DK ApS, a Copenhagen-based ESG data company. The deal involves issuing 1,241,496 ordinary shares and includes a Euro 500,000 working capital advance.

Additionally, Diginex has an MOU to acquire Resulticks for $2 billion, structured as $1.4 billion in shares, $100 million in cash, and up to $500 million in performance-based earnouts tied to EBITDA thresholds through FY2028. The company has already advanced $8 million to Resulticks.

Lastly, Diginex signed a non-binding MOU to acquire Findings for $305 million, comprising $270 million in shares and up to $35 million in cash, with $20 million tied to earnouts. All share calculations will reflect Diginex's recent 8-for-1 stock split.

Positive

• Strategic expansion into ESG data analytics through Matter acquisition
• Significant scale-up potential with $2B Resulticks acquisition targeting high EBITDA growth
• Diversification into cybersecurity and sustainability monitoring through Findings acquisition
• Lock-up periods on share issuance (9-18 months) protecting against immediate dilution

Negative

• Substantial share dilution from three major acquisitions
• Large cash commitments including $100M for Resulticks and $35M for Findings
• $8M advanced to Resulticks with repayment due September 30, 2025
• High execution risk managing three simultaneous major acquisitions
• Significant earnout obligations tied to ambitious EBITDA targets

Insights

M&A Strategy Analyst

Diginex pursuing three acquisitions worth over $2.3B, significantly expanding its ESG and technology capabilities.

Diginex is executing an aggressive acquisition strategy with three distinct targets that would dramatically expand its footprint beyond its core sustainability RegTech business. The most substantial deal is the $2 billion acquisition of Resulticks, an AI-powered customer engagement platform. This represents a major strategic pivot, as Resulticks operates in a completely different market segment than Diginex's sustainability solutions.

The transaction structure for Resulticks is particularly notable - $1.4 billion in shares and $100 million in cash at closing, plus a substantial $500 million earnout tied to ambitious EBITDA targets ($100M, $200M, and $325M for FY2026-2028). These targets suggest Resulticks is either extremely high-growth or the valuation includes significant premium for expected synergies. The $8 million prefunding advanced to Resulticks with a September 30th repayment date also indicates potential working capital constraints at the target.

The $13 million Matter acquisition is much smaller but more aligned with Diginex's current ESG focus, potentially enhancing their sustainability data and analytics capabilities. Meanwhile, the $305 million Findings acquisition would add cybersecurity and supply chain risk monitoring - a logical adjacent expansion. All deals are heavily stock-based, with Diginex shares trading at $83.77 pre-split, suggesting the company is leveraging its equity position rather than depleting cash reserves. The extended due diligence period for Resulticks until October 31st may indicate complexity in validating the substantial valuation or potential integration challenges.

Corporate Finance Strategist

The magnitude of Diginex's acquisition strategy indicates a transformative corporate repositioning. The $2 billion Resulticks deal stands out not just for its size but for its ambitious earnout structure that's predicated on extraordinary EBITDA growth from $100M to $325M over three years. This 225% projected EBITDA growth in just two years (FY2026-2028) reflects either exceptional confidence in Resulticks' growth trajectory or potentially aggressive projections to justify the valuation.

The financing approach across all three acquisitions reveals a preference for equity-based consideration, with 70% of the Resulticks deal, 100% of the Matter deal, and 88.5% of the Findings deal structured as share issuances. This strategy preserves cash but creates significant dilution risk for existing shareholders. The substantial lock-up periods (12-18 months for Resulticks shares, 18 months for Matter shares) appear designed to manage selling pressure and align incentives.

The $8 million advance to Resulticks with a September 30th repayment deadline is particularly notable - this arrangement suggests either cash flow challenges at Resulticks or a mechanism to ensure continued commitment while due diligence extends. Similarly, the €500,000 advance to Matter with a conditional repayment clause indicates Diginex is actively supporting its acquisition targets pre-close. The totality of these acquisitions would diversify Diginex beyond its sustainability RegTech foundation into customer engagement technologies and cybersecurity, potentially creating a more comprehensive regulatory and data analytics platform.

LONDON, Sept. 24, 2025 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) (“Diginex”), a leading provider of Sustainability RegTech solutions, today provided an update on its acquisition strategy.

Matter DK ApS (“Matter”)

On August 18, 2025, Diginex signed a definitive agreement for an all-share acquisition of 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 additional ordinary shares of Diginex valued 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 30 days, subject to customary closing conditions.

The number of Diginex ordinary shares associated with this transaction will be adjusted to take into effect the eight for one stock split paid as bonus shares on September 8, 2025. For the acquisition of Matter, Diginex will issue an aggregate amount of 1,241,496 ordinary shares, as adjusted, to the sellers of Matter with 85% of the ordinary shares being issued upon closing and 15% of the ordinary shares being issued 12 months after closing and up to 238,752 ordinary shares to the senior management of Matter.

Pursuant to a written agreement, Diginex has advanced Matter Euro 500,000 to fund working capital needs. The advance bears an interest rate of 5% per annum and is repayable 60 days after Diginex notifying Matter that they will not proceed with the acquisition. The advance will be treated as an intercompany loan post-acquisition.

Resulticks Group Companies Pte Limited (“Resulticks”)

On June 5, 2025, Diginex announced the signing of a Memorandum of Understanding (“MOU”) for a cash and share acquisition of Resulticks. Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints.

The MOU values Resulticks at $2 billion which will be paid for in three tranches:

(1) $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which shares will be issued at closing of the transaction;

(2) $100 million in cash that is payable within 90 business days of the closing of the transaction; and

(3) an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:

	Earnout Amount		Accounting Period		EBITDA Threshold*
	a. $166,666,666 b. $166,666,667 c. $166,666,667		FY2026 FY2027 FY2028		$100,000,000 $200,000,000 $325,000,000

<sup>________________
* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.</sup>

While Diginex and Resulticks are working in collaboration to finalise the transaction, both parties, pursuant to a written agreement, dated July 24, 2025 (the “July 24^th Agreement”) have agreed to, among other things, extend the due diligence period under the MOU, as amended, from August 31,2025 to October 31, 2025, in order to facilitate the completion of the due diligence process. The drafting and negotiation of the definitive transaction agreement is underway with a view toward closing the transaction before the end of the 2025 calendar year.

The number of Diginex ordinary shares associated with this transaction will be adjusted to take into effect the eight for one stock split paid as bonus shares on September 8, 2025.

Pursuant to a written agreement, Diginex agreed to advance Resulticks up to $11 million. To date, Diginex has advanced Resulticks $8 million under the agreement and does not anticipate advancing Resulticks any additional funds under the agreement. Pursuant to the July 24^th Agreement, the $8 million prefunding advanced by Diginex to Resulticks is repayable on September 30, 2025 or a future date as mutually agreed by both parties.

IDRRA Cyber Security Ltd (‘Findings’)

On August 12, 2025, Diginex signed a non-binding MOU to acquire 100% of the equity interests of Findings. Findings provides innovative category leading supply chain risk monitoring and vendor risk automation solutions in the cybersecurity and sustainability regulatory domains.

Under the terms outlined in the MOU, Diginex will acquire Findings for a total consideration of up to $305 million, comprising $270 million in Diginex ordinary shares and up to $35 million in cash, of which $20 million of which is subject to an earn out provided certain financial targets are achieved. The share consideration will be valued based on the 60-business day trailing VWAP of Diginex’s ordinary shares as of the MOU signing date, with shares subject to customary lock-up periods ranging from 9 to 18 months for Findings’ shareholders. Up to $15 million cash consideration will be paid at closing and the balance, which is subject to certain business performance metrics, will be paid in fiscal years 2026 and 2027.

Diginex is in the early stages of a due diligence review on Findings, and subject to the results, would look to complete the transaction before the end of the 2025 calendar year.

The number of Diginex ordinary shares associated with this transaction will be adjusted to take into effect the eight for one stock split paid as bonus shares on September 8, 2025.

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.

About Resulticks
Resulticks is a leading provider of AI-powered, omnichannel customer engagement and data management solutions. Its platform enables businesses to deliver personalized experiences through real-time data analytics and automation, serving clients across industries in North America, Asia, and the Middle East. Resulticks is headquartered in New York, with additional offices in India, Singapore, and Dubai.

For more information, please visit the Resulticks website:

https://findings.co/

About Findings
Findings, legally known as IDRRA Cyber Security Ltd, provides supply chain risk monitoring platform as a service. It offers solutions for highly secured supply chain cybersecurity and resiliency, automated cloud audits, continuous monitoring, remediation tracking and vendor breach disclosure for enterprises in different sizes as well as secure data sharing through its AI powered SaaS platform and category leading products, enabling organizations to make confident, risk-related strategic decisions and maintain compliance in the rapidly growing supply chain global regulatory ecosystem, such as CMMC, DORA, CII, NIS2 and others that aim to secure the emerging threats and attack vectors.

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

https://findings.co/

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

FAQ

What is the total value of Diginex's planned acquisitions in 2025?

Diginex's planned acquisitions total approximately $2.318 billion, comprising Matter ($13M), Resulticks ($2B), and Findings ($305M).

How much will Diginex pay for Resulticks and what are the payment terms?

Diginex will pay $2 billion for Resulticks through: $1.4B in shares, $100M in cash within 90 days of closing, and up to $500M in performance-based earnouts tied to EBITDA targets through FY2028.

What are the EBITDA thresholds for Resulticks' earnout payments?

Resulticks must achieve EBITDA thresholds of $100M in FY2026, $200M in FY2027, and $325M in FY2028 to receive full earnout payments of $166.67M each year.

How will Diginex's 8-for-1 stock split affect the acquisition share calculations?

All share issuances for the three acquisitions will be adjusted to reflect the 8-for-1 stock split that was paid as bonus shares on September 8, 2025.

What are the lock-up periods for shares issued in these acquisitions?

Lock-up periods vary by acquisition: Matter shares have an 18-month lock-up, Resulticks shares have 12-18 month lock-ups, and Findings shares will have 9-18 month lock-ups.