Diginex to acquire Findings for $305M in shares, cash

Diginex (DGNX) announced the signing of a non-binding memorandum of understanding to acquire 100% of the equity interests of Idrra Cyber Security, which operates under the trade name Findings. Findings is backed by Magenta Venture Partners. Under the terms outlined in the MOU, Diginex will acquire Findings for a total consideration of up to $305M, comprising $270M in Diginex Limited shares and up to $35M in cash, $20M 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 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 $15M 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. The proposed transaction is subject to the satisfactory completion of due diligence, regulatory approvals, and the negotiation and execution of a definitive transaction documents. The MOU includes a 45 day exclusivity period during which Findings will not engage with other potential acquirers.