Diginex Signs MOU to Acquire Matter DK ApS, Expanding Its Sustainability Data and AI Capabilities

Rhea-AI Summary

Diginex (NASDAQ: DGNX) has signed a Memorandum of Understanding to acquire Matter DK ApS, a Copenhagen-based ESG data company, in an all-share transaction valued at $13 million. The acquisition will be paid through Diginex ordinary shares based on the 60-day trailing VWAP as of May 23, 2025, with an 18-month lock-up period.

Matter, whose largest shareholder is NASDAQ, specializes in sustainability data and analytics solutions for the investment industry. The founding management team will remain with the company under multi-year employment agreements. This strategic move aims to enhance Diginex's portfolio by incorporating Matter's ESG data analytics, benchmarking, and reporting capabilities to provide more comprehensive sustainability solutions globally.

Positive

• All-share acquisition valued at $13 million expands Diginex's capabilities into the high-growth ESG data sector
• Matter's largest shareholder NASDAQ provides strategic alignment and credibility
• Retention of Matter's founding management team secured through multi-year employment agreements
• Integration of Matter's ESG data analytics enhances Diginex's product portfolio

Negative

• 18-month share lock-up period may limit liquidity for Matter shareholders
• Potential share dilution for existing Diginex shareholders

LONDON, May 27, 2025 (GLOBE NEWSWIRE) -- Diginex Limited (“Diginex”) (NASDAQ: DGNX), a leading provider of Sustainability RegTech solutions, today announced the signing of a Memorandum of Understanding (MOU) dated 23 May 2025 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 their largest shareholder is NASDAQ, followed by the founding management team who will remain with the business following the closing of the acquisition pursuant to multi-year employment agreements. The MOU values the equity of Matter at $13 million which will be paid through the issuance of Diginex ordinary shares valued at the 60-trading day trailing VWAP (volume weighted average price) as of 23 May 2025, and will subject to an 18-month lock-up period.

This strategic acquisition aims to enhance Diginex’s portfolio by integrating Matter’s advanced ESG data analytics, benchmarking and reporting capabilities. We expect 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 excited about the acquisition of Matter, which moves us into the ESG data space and aligns with our mission to empower businesses with cutting-edge AI tools to drive sustainable impact,” said Miles Pelham, Chairman of Diginex. “Matter’s expertise in ESG data complements our existing technology, broadens our offering and brings us into a sector with huge growth potential.”

“This is an exciting opportunity to join forces with Diginex, and we’re thrilled at what we can achieve together,” said Niels Fibæk, CEO of Matter. “As one, we can amplify our impact, delivering unparalleled data-driven insights to help organizations achieve their sustainability goals.”

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 17 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.

Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute a binding commitment to complete the contemplated transaction. The completion of the transaction is subject to the execution of definitive agreements, satisfactory due diligence, and other customary closing conditions.

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?

Diginex's acquisition of Matter DK ApS is valued at $13 million, to be paid entirely in Diginex ordinary shares based on the 60-day trailing VWAP as of May 23, 2025.

Who are the main shareholders of Matter DK ApS before the DGNX acquisition?

NASDAQ is the largest shareholder of Matter DK ApS, followed by the founding management team who will remain with the business after the acquisition.

What is the lock-up period for the Diginex shares issued in the Matter acquisition?

The Diginex shares issued for the Matter acquisition will be subject to an 18-month lock-up period.

How will the Matter acquisition benefit Diginex's business?

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

Where is Matter DK ApS based and what is their main business focus?

Matter DK ApS is based in Copenhagen, Denmark, and focuses on providing sustainability data and analytics solutions to the investment industry.