OFX Group to Be Acquired by Equals in $247 Million All-Cash Deal at 108% Premium

OFX Concludes Strategic Review with Recommended $1.00 Per Share Cash Offer

Following a Strategic Review announced on 5 February 2026, OFX Group has finalized terms in a Transaction Process Deed with Alakazam Holdings Bidco Limited, owner of UK-based Equals Group Limited. The agreement entails a recommended 100% cash acquisition, offering OFX shareholders $1.00 per share. This marks a significant milestone as the OFX Board has concluded this proposal represents the optimal outcome after evaluating strategic alternatives over six months.

The $1.00 per share consideration reflects a substantial premium: 108% above the undisturbed closing price of $0.480 on 4 February 2026, 111% above the closing price of $0.475 on 22 July 2026 (announcement date), and 82% above the three-month volume-weighted average price of $0.550 up to 22 July 2026. The Transaction Process Deed outlines a clear path forward, contingent on certain conditions.

Deal Valuation and Enterprise Value Multiples

The transaction values OFX’s equity at approximately $247 million and enterprise value at about $233 million, based on net debt as of 31 March 2026. Net debt includes $18.1 million in loans and borrowings, $16.9 million in lease liabilities, and $49.6 million in cash reserves. The implied 9.2x EV/EBITDA multiple on FY26 earnings offers a benchmark for the deal’s valuation relative to recent financial performance.

The deal structure includes a potential cash balance adjustment of up to $0.04 per share, upward or downward, at Scheme implementation to reflect fluctuations in OFX’s cash position. This mechanism maintains the $1.00 per share headline price while allowing flexibility based on cash availability.

Conditions and Equals’ Financing Plans

Finalizing the Scheme Implementation Deed depends on Equals completing confirmatory due diligence and securing debt financing. Equals has substantially completed due diligence and is collaborating with a specialist adviser to negotiate debt funding with lenders. Debt financing is expected to be finalized within the four-week exclusivity period.

OFX has granted Equals an initial exclusivity window of four weeks to complete these steps, extendable by mutual consent. Both parties require internal approvals before executing the Scheme Implementation Deed. Meeting these conditions is crucial to advancing from the current agreement to a binding contract and shareholder vote.

OFX Board’s Unanimous Recommendation and Directors’ Voting Intentions

The OFX Board believes the transaction serves shareholders’ best interests and intends to unanimously recommend the Scheme at the forthcoming shareholder meeting. Each Director plans to vote all shares they hold or control in favor, subject to conditions including successful debt financing, acceptable Scheme terms, no superior proposals, and Independent Expert support.

The Board’s recommendation is conditional and will be formally issued only after satisfying these requirements and obtaining the Independent Expert’s opinion, ensuring regulatory compliance and transparency.

About Equals and the Acquirer

Alakazam Holdings Bidco Limited is the holding company for Equals Group Limited, an FCA-regulated Electronic Money and Payment Institution in the UK and an NBB-regulated Payment Institution in Belgium. Equals operates a leading embedded money movement platform enabling businesses to collect, hold, convert, and transfer funds across its network. It combines advanced payments technology with compliance solutions and premium service across the UK and Europe.

The acquisition strategically merges OFX’s international payments and foreign exchange services with Equals’ technology platform and regulatory footprint, aiming to create operational synergies and expand market presence.

OFX’s New Client Platform Rollout and Corporate Client Growth

In its 1Q27 trading update, OFX announced completion of the New Client Platform rollout across all Corporate segment markets, including launches in New Zealand and Singapore. This upgrade is part of the OFX 2.0 technology initiative to modernize infrastructure.

New transacting corporate clients, excluding OLS, grew 16.5% quarter-over-quarter and 13.0% year-over-year. Corporate segment revenue was $26.6 million in 1Q27, down 21.9% year-on-year but up 1.5% sequentially. Active clients declined to 29.4 thousand from 30.0 thousand in the prior quarter and 31.4 thousand year-over-year. Average revenue per client decreased to $3.9 thousand from $4.0 thousand quarter-over-quarter and $4.2 thousand year-over-year.

Strong Non-FX Revenue Growth and Diversification Efforts

Non-FX revenue rose 24.4% from 4Q26 and surged 195.3% year-over-year, reaching $0.8 million in 1Q27. Growth was driven by Cards, Pay by Card, and Subscriptions products. Interest income increased 18.7% quarter-over-quarter to $2.4 million.

Multi-product adoption now exceeds 10% of clients, reflecting increased engagement with OFX’s expanded offerings. New features deployed include a digital onboarding hub, AI workflows, and enhanced security. Net Operating Income totaled $43.9 million in 1Q27, down 20.0% year-on-year but up 1.0% from 4Q26.

Operational Metrics and Cross-Currency Transaction Trends

Cross-currency average transaction value (ATV) in the Corporate segment reached $30.1 thousand in 1Q27, the highest in recent quarterly data. While specific profitability and EBITDA for 1Q27 were not disclosed, key operational metrics highlight client acquisition momentum, revenue per client trends, and product diversification progress.

The combination of rising ATVs, non-FX revenue growth, and platform modernization underscores OFX’s strategy to enhance technology and broaden services beyond traditional FX. However, declines in net operating income, active clients, and average revenue per client highlight ongoing market challenges and competitive pressures.

Next Steps and Timeline for OFX Shareholders

Shareholders are advised that no immediate action is required. Execution of the Scheme Implementation Deed depends on conditions outlined, and there is no certainty the proposal will result in a binding transaction or Scheme implementation. Goldman Sachs and Allens have been appointed as financial and legal advisers, respectively, to assist OFX through remaining negotiations, due diligence, and documentation.

Further updates will be provided as the transaction progresses. Key upcoming milestones include completion of Equals’ due diligence and financing within the exclusivity period, execution of the Scheme Implementation Deed, Independent Expert assessment, shareholder approval, and regulatory clearances before closing.

Market Context and Strategic Justification for Acquisition

The proposed acquisition occurs amid consolidation and strategic repositioning in the international payments and fintech sectors. OFX’s Board conducted a comprehensive six-month Strategic Review, evaluating various options including non-binding offers and partial or full sales. After shareholder consultation, the Board concluded the Equals offer delivers the best value.

The sector faces technological disruption and intense competition from traditional banks and fintechs. OFX’s year-on-year revenue and client declines reflect these headwinds despite diversification efforts through OFX 2.0. The Equals acquisition aims to combine OFX’s client base and market position with Equals’ technology and European regulatory standing, creating potential synergies and efficiency gains.