Peak Fintech Group announced that it has officially acquired analytics and AI company Cubeler.
Cubeler is the developer and owner of the technology that powers Peak’s Business Hub. Peak first announced its intension to acquire Cubeler on August 16, 2021 pending satisfactory due diligence, a pricing report on Cubeler and a fairness opinion from an independent third party on the proposed acquisition.
Peak announced that it has now acquired 100% of Cubeler’s issued and outstanding shares form Cubeler’s shareholders in exchange for $1,000,000 in cash and 11,133,012 common shares of Peak (the “Acquisition”).
Under the terms of the Acquisition, the Peak common shares received by Cubeler’s shareholders will initially be restricted for a four-month period, following which 50% of the shares will be free-trading and the remaining 50% will be released and become free-trading over a two-year period on the anniversary date of the closing of the transaction.
With the acquisition of Cubeler, Peak now owns the worldwide commercial rights to the Business Hub concept, which the Company is looking forward to expanding beyond China’s boarders, beginning with a Hub in Canada planned for later this year. “We couldn’t be more excited about getting this transaction closed to finally be able to launch our operations here in our own backyard,” commented Peak CEO Johnson Joseph.
“I’d like to take this opportunity to thank our Canadian financial institution partners and the hundreds of SMEs that have pre-registered on the platform and have been patiently waiting for the Canadian launch of the Hub. I promise we’ll do our best to get going as quickly as possible to do whatever we can to help your businesses reach new heights. We’ve been able to fill some key positions to help us do that over the past couple of months, but we still have more to fill.
The Acquisition is expected to constitute a “related party transaction”, as defined within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Johnson Joseph, Chief Executive Officer and director of Peak; Liang Qiu, director of Peak; Jean Landreville, Chief Financial Officer of Peak; Charles-André Tessier, director of Peak; and Mark Dumas, director of Peak (collectively the “Related Parties”), are all shareholders of Cubeler.
The Acquisition will be exempt from the formal valuation requirements of Section 5.4 of MI 61-101 by virtue of Subsection 5.5 of MI 61-101, and the minority shareholder approval requirements of Section 5.6 of MI 61-101 by virtue of Subsection 5.7 of MI 61-101 on the basis that the fair market value of the consideration to be received by the Related Parties shall not exceed an amount equal to 25% of Peak’s market capitalization.