In a significant corporate move, IWAC Holding Company Inc. (IWAC) has approved a merger agreement with Btab Ecommerce Group Inc. (Btab), a Georgia corporation. This merger, valued at approximately $250 million, is set to reshape the landscape for both companies and their stakeholders.
The merger will be executed in two primary steps. First, IWAC will undergo a domestication process to become a Delaware corporation. Following this, Btab will merge with a wholly-owned subsidiary of IWAC, resulting in Btab becoming a subsidiary of a newly created entity, referred to as Pubco.
Financially, the deal includes the issuance of 25 million new shares of common stock to Btab shareholders, consisting of 24.9 million Pubco Class A Shares and 100,000 Pubco Class V Shares, each valued at $10.00 per share. This Transaction Share Consideration reflects Btab’s equity value in the business combination, which has been deemed fair by financial advisors. Upon completion, shareholders of IWAC will receive securities in Pubco that are substantially equivalent to their existing holdings.
The strategic rationale behind this merger includes enhancing market reach and consolidating resources, thereby positioning the combined entity for greater competitiveness in the eCommerce sector. Moreover, Btab’s existing operations will benefit from IWAC's support, potentially accelerating growth and market penetration.
The transaction is anticipated to close following the approval of IWAC shareholders, with the expected timeline set for December 31, 2024. Prior to the closing, Btab will amend its articles of incorporation to introduce a new class of voting common stock, aimed at consolidating control within the organization.
From a market perspective, this merger may have significant implications for shareholders, employees, and the broader market. Shareholders of IWAC could see enhanced value in their investments, while Btab employees may experience new opportunities within a larger corporate structure. However, the deal is subject to regulatory scrutiny, particularly concerning antitrust laws, to ensure compliance with SEC regulations and protection of shareholder interests.
In conclusion, the merger between IWAC and Btab represents a proactive step in the evolving landscape of eCommerce, with the potential for significant growth and value creation for shareholders of both entities. The next steps will involve gaining shareholder approval and addressing any regulatory requirements before the anticipated closing date.