Railsr Buys Equals Money for £283 Million

Equals Group has entered into an agreement for a £283 million acquisition by BitCo, a consortium consisting of TowerBrook Funds, J.C. Flowers Funds, and Railsr Shareholders. The acquisition will proceed through a scheme of arrangement under Part 26 of the Companies Act 2006, as announced by the London Stock Exchange (LSE).

Under the deal, Equals shareholders will receive 140 pence per share, comprising 135 pence in cash and a 5 pence special dividend. This offer represents a 37% premium over Equals’ closing share price on 31 October 2023 and a 30% premium to its three-month volume-weighted average price.

Strategic Vision

The consortium emphasizes Equals Group’s robust financial performance, scalable technology platform, and leadership in B2B multi-currency banking. By integrating Equals with Railsr, a leading Embedded Finance platform, the merger aims to create one of Europe’s largest embedded finance businesses, enhancing capabilities in foreign exchange, payments, and banking services.

This acquisition follows a strategic review conducted by Equals in November 2023, during which multiple proposals were evaluated. According to Equals’ Non-Executive Chairman, this agreement maximizes shareholder value while securing the company’s long-term growth prospects in a private setting.

Benefits of the Merger

The partnership leverages the expertise of:

• TowerBrook Funds, known for responsible investing.
• J.C. Flowers Funds, experienced in navigating regulatory environments.
• Railsr, backed by D Squared Capital and Moneta VC, specializing in Embedded Finance solutions like card issuing and Banking-as-a-Service.

Railsr’s Chairman highlighted the acquisition as a transformative step that positions the company as a leading player in Embedded Finance, enabling enhanced services and innovation for customers.

Next Steps

The scheme of arrangement will be voted on by shareholders, with support already secured from stakeholders representing 16.486% of Equals’ issued share capital. The transaction is expected to close in Q2 2025, subject to shareholder approval, court sanction, and regulatory clearance.

The merger promises to capitalize on growth opportunities in the fintech sector, with the consortium envisioning a unified entity at the forefront of Embedded Finance and cross-border payments innovation.