OFX Group to Be Acquired by Equals in $247 Million All-Cash Deal with 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 negotiations and signed a Transaction Process Deed with Alakazam Holdings Bidco Limited, owner of UK-based Equals Group Limited. The agreement outlines a recommended all-cash acquisition at $1.00 per share, marking a significant milestone for shareholders. The OFX Board concluded this offer represents the optimal outcome after evaluating strategic alternatives over six months.

The $1.00 per share consideration represents a 108% premium over OFX's undisturbed closing price of $0.480 on 4 February 2026, the day before the Strategic Review announcement. It also exceeds the closing price of $0.475 on 22 July 2026 by 111%, and the three-month volume-weighted average price of $0.550 by 82%. The Transaction Process Deed sets a clear path forward, subject to conditions.

Transaction Valuation and Enterprise Value Metrics

The transaction values OFX's equity at approximately $247 million, with an enterprise value near $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 valuation relative to recent financial performance.

The deal includes a potential cash balance adjustment of up to $0.04 per share, up or down, at Scheme implementation. This mechanism accounts for fluctuations in OFX's cash position between announcement and completion, while maintaining $1.00 per share as the core price. The valuation reflects the parties’ assessment of OFX’s business value and FY26 earnings capacity.

Conditions and Equals' Financing Obligations

Finalizing the Scheme Implementation Deed is contingent on Equals completing confirmatory due diligence and securing debt financing. Equals has substantially completed due diligence and is collaborating with advisers and lenders to arrange funding. Debt financing is expected to be finalized within the four-week exclusivity period granted by OFX.

The exclusivity period may be extended by mutual consent for an additional four weeks. Both parties require internal approvals before executing the Scheme Implementation Deed. Meeting these conditions is critical to progressing from agreement in principle to binding commitment and shareholder approval.

OFX Board's Recommendation and Directors' Voting Intentions

The OFX Board regards the transaction as in shareholders’ best interests and intends to unanimously recommend the Scheme at the forthcoming shareholder meeting. Directors plan to vote all shares they hold or control in favor, subject to conditions including successful debt financing by Equals, acceptable Scheme terms, no superior offers, and a positive Independent Expert opinion.

The Board’s current recommendation is conditional and not final until all conditions are met and the Independent Expert’s report is received. This transparency outlines the Board’s position while recognizing procedural requirements. The Independent Expert’s involvement aligns with regulatory standards for shareholder schemes.

About Equals and Acquiring Entity

Alakazam Holdings Bidco Limited is the holding company for Equals Group Limited, an FCA-regulated Electronic Money and Payment Institution in the UK, also regulated by the NBB 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 payment capabilities with compliance and premium servicing, with operations spanning the UK and Europe.

The acquisition merges two international payments and fintech providers. Equals’ regulatory authorizations and embedded platform complement OFX’s customer base, technology, and foreign exchange services, creating potential synergies and operational efficiencies.

OFX’s New Client Platform Launch and Corporate Segment Expansion

Alongside the acquisition announcement, OFX reported 1Q27 trading results, highlighting the successful New Client Platform rollout across all Corporate segment markets. The platform went live in New Zealand and Singapore during the period as part of the OFX 2.0 technology upgrade, modernizing infrastructure.

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

Non-FX Revenue Growth and Product Diversification

Non-FX revenue surged 24.4% compared to 4Q26 and 195.3% year-on-year, reaching $0.8 million in 1Q27 versus $0.6 million and $0.3 million in prior periods. Growth was driven by Cards, Pay by Card, and Subscriptions. Interest income rose 18.7% quarter-on-quarter to $2.4 million.

Multi-product adoption now exceeds 10% of clients, reflecting increased engagement with OFX’s expanded offerings. New features deployed in 1Q27 include a digital onboarding hub, AI workflows, and security upgrades. These initiatives support OFX’s transition toward a diversified payments and financial services model. Net Operating Income was $43.9 million, down 20.0% year-on-year but up 1.0% quarter-on-quarter.

Operational Metrics and Cross-Currency Transaction Trends

Corporate segment cross-currency average transaction value (ATV) reached $30.1 thousand in 1Q27, the highest recent level. This metric provides insight into transaction sizes and customer payment behavior. Profitability and EBITDA figures were not disclosed for 1Q27.

Improved ATVs, rising non-FX revenues, and ongoing platform development illustrate OFX’s efforts to modernize technology and broaden services beyond traditional FX. Investments in multi-product adoption, digital onboarding, and AI workflows enhance customer experience and operational efficiency. However, declines in net operating income, active clients, and revenue per client reflect market challenges and competitive pressures.

Next Steps and Shareholder Guidance

OFX shareholders are advised no immediate action is required. Execution of the Scheme Implementation Deed depends on outlined conditions and is not guaranteed. Goldman Sachs serves as financial adviser and Allens as legal adviser to OFX for the transaction.

Further updates will follow as the transaction advances through due diligence and financing milestones. The next key step is Equals completing due diligence and debt financing within the exclusivity period, followed by Scheme Implementation Deed execution, Independent Expert review, shareholder vote, and regulatory approvals before completion.

Market Context and Strategic Justification

The acquisition occurs amid industry consolidation and strategic repositioning among international payments and fintech firms. OFX’s Board conducted a six-month Strategic Review, considering multiple offers and sale options. After assessing these against organic growth plans and shareholder input, the Board determined the Equals proposal offers the best value.

The international payments sector faces technological disruption and competition from traditional and emerging fintech players. OFX’s revenue and client declines highlight challenges despite diversification efforts. The acquisition combines OFX’s customer base and market presence with Equals’ technology platform and European regulatory footprint, aiming for synergies and operational gains.