Affirm Canada Holdings entered into a definitive agreement to acquire Health Smart Financial Services Inc. from Canadian Business Growth Fund, goeasy Ltd. (TSX:GSY) and other shareholders for approximately CAD 340 million on December 2, 2020. Under the terms of the transaction, Affirm will pay approximately CAD140 million in cash and 6.2 million class A common stock, which includes approximately 2.5 million shares issued in escrow and subject to forfeiture if certain revenue milestones are not met, subject, in each case, to adjustments for cash, indebtedness, transaction expenses and normalized working capital of Health Smart at closing. The shares will be subject to lock-up agreements.

goeasy Ltd. will receive a mixture of cash and equity consideration in connection with closing, valued at up to $60.1 million (CAD 83.17 million). Canadian Business Growth Fund has sold its stake in Health Smart Financial Services. The transaction is subject to customary closing conditions and is expected close in the first quarter of 2021.

Lawrence C. Lee, Nancy Hamzo, Kai R. Kramer, Peter Clark, Marcela Robledo, and Jeremy Hann of Baker McKenzie and Norton Rose Fulbright acted as legal advisors to Affirm. PJ SOLOMON acted as financial advisor and Manoj Pundit, Ben Keen, Daniel (Danny) Lang, Natasha Miklaucic, Eric Boehm, Stephen J. Alexandra M. Nicol, Redican, Subrata Bhattacharjee, Denes Rothschild, Carlos Cerqueira, Don Bird, Graeme Hamilton, James Fu and Brandon Evenson of Borden Ladner Gervais LLP acted as legal advisors to Health Smart Financial Services. Lawrence C. Lee, Nancy Hamzo, Kai Kramer, Peter Clark and Marcela Robledo of Baker & McKenzie LLP acted as legal advisor to Affirm in this transaction.