Freedom Holding Corp. cancelled the acquisition of Maxim Group LLC from MJR Holdings Inc.
October 30, 2023
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Freedom Holding Corp. entered into a Membership Interest Purchase Agreement to acquire Maxim Group LLC from MJR Holdings Inc. for approximately $400 million on February 15, 2023. The consideration for the purchase of Maxim and MFA consists of the following a. at the closing of the transaction (the ?Closing?), payment of (i) $168 million in cash and (ii) a number of units exchangeable on a one-to-one basis for the number of shares of the Company?s common stock (?Exchangeable Units?) equal to the quotient of $112 million divided by the Company?s share price determined as set out in the Purchase Agreement, in each case subject to adjustments as set out in the Purchase Agreement; b. guaranteed deferred payments of (i) $16 million in cash payable in two equal payments of $8 million at the end of the first and second anniversaries of the Closing, and (ii) $24 million in Exchangeable Units calculated on the basis described in (a)(ii) above, payable in two equal components of $12 million at the end of the first and second anniversaries of the Closing , in each case subject to adjustments as set out in the Purchase Agreement ; c. contingent earnout payments upon achievement of certain revenue milestones of (i) $8 million in cash payable in two equal payments of $4 million at the end of the first and second anniversaries of the Closing, and (ii) $12 million in Exchangeable Units calculated on the basis described in (a)(ii) above, payable in two equal components of $6 million at the end of the first and second anniversaries of the Closing , in each case subject to adjustments as set out in the Purchase Agreement ; and d. retention payments to certain employees of Maxim and MFA up to an amount comprised of (i) $32 million in cash and (ii) $48 million in shares of the Company?s common stock calculated on the basis described in (a)(ii) above , subject to adjustments as set out in the Purchase Agreement. The consideration (including contingent earnout payments and retention payments) includes Freedom common stock with a value of $196 million, which, based on the closing share price on the signing date, would equate to approximately 3,074,028 shares of the Freedom?s common stock.
Completion of the transaction is subject to certain conditions and the receipt of required regulatory approvals. The Board and management of Freedom Holding Corp. have concluded that the interests of Freedom Holding Corp.?s stakeholders are best served by pursuing the acquisition of Maxim and MFA, which will enable Freedom Holding Corp. and its subsidiaries to expand their presence in the United States consistent with the Company's growth strategy. The Board of Freedom Holding Corp. has approved the transaction. Once the transaction is complete, Robert Wotczak, Chief Executive Officer of Freedom's U.S. operations, will be appointed Executive Chairman of Maxim Group and its subsidiaries, Clifford Teller will be promoted to Chief Executive Officer, and Chris Fiore, one of the Founders of Maxim Group, will remain as President. The transaction is expected to close in the second half of 2023. Wallace LLC acted as legal advisor to MJR Holdings, Inc and Michael Rabinowitz represented the MJR Holdings Inc.
Freedom Holding Corp. cancelled the acquisition of Maxim Group LLC from MJR Holdings Inc. on October 31, 2023. Freedom Holding Corp., Maxim Partners LLC and MJR Holdings, Inc. determined that the conditions to closing set out in the Purchase Agreement will not be fulfilled by December 31, 2023, accordingly, the parties have mutually terminated the transaction.
Freedom Holding Corp. is a financial services holding company. The Company, through its operating subsidiaries, provides financial services, including retail securities brokerage, research, investment counseling, securities trading, market making, retail banking, corporate investment banking, underwriting services, commercial banking, insurance products, a payment platform, a conference platform and an online ticket sale platform. The Company's geographical segments include Central Asia and Eastern Europe, Europe excluding Eastern Europe, U.S. and Middle east/Caucasus. The Central Asia and Eastern Europe segment provides comprehensive financial solutions, including lending, such as digital auto loans and digital mortgage loans, payments, asset management products and others. The Middle East/Caucasus segment offers securities broker-dealer services, financials educational center services, financial intermediary center services and financial consulting services.