Item 1.01. Entry Into a Material Definitive Agreement.
On September 16, 2021, the Board of Directors of GreenBox POS (the “Company”) approved and ratified the signing of a Share Purchase Agreement (the “Purchase Agreement”), dated as of September 3, 2021, with certain individuals named therein (the “Selling Stockholders”) for the acquisition of Transact Europe Holdings OOD and its subsidiaries and affiliates (collectively “Transact Europe”). The Purchase Agreement provides for the sale of all of the shares of Transact Europe (the “Acquisition”). Transact Europe, headquartered in Sofia, Bulgaria, operates a proprietary electronic payment solution by via the issuing of prepaid cards and serving as an agent bank internationally.
The aggregate Acquisition consideration that the Company has agreed to pay under the Purchase Agreement is €30,000,000 in cash (the “Acquisition Purchase Price”), which was deposited in an escrow account with an escrow agent, to be held to secure the payment of the Acquisition Purchase Price.
The Purchase Agreement contains customary representations, warranties and covenants by the Selling Stockholders and the Company. The completion of the transaction is subject to receipt of required regulatory and governmental approvals, including from the Bulgarian National Bank, which licensed Transact Europe to operate as an electronic money institution, as well as from the Bulgarian Competition Protection Commission, to approve the sale and transfer of shares of Transact Europe to the Company (the “Clearing Conditions”). Additionally, the consummation of the Acquisition is subject to the satisfaction of certain closing conditions, including but not limited to, transfer of appropriate licenses and other documentation evidencing Transact Europe represents or is an agent of payment card network associations or companies, such as Visa and Mastercard. The transaction does not require approval of the Company’s stockholders and is not subject to any financing contingency.
The Purchase Agreement may be terminated under certain circumstances if the transaction is not consummated within one year following the date applications for the satisfaction of the Clearing Conditions were filed.
The description of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto. The Purchase Agreement and the above description have been included to provide investors with information regarding the terms of the Purchase Agreement. It is not intended to provide any other factual information about the Company or any other parties to the Purchase Agreement or their respective affiliates or stockholders. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of the specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms, including being qualified by schedules and other disclosures made by each party. Accordingly, investors should not rely on the representations, warranties and covenants in the Purchase Agreement as statements of factual information.