The immediate completion of the legal merger of Viva Payments with Viva Bank, with the operational merger to follow by March, was announced yesterday by HarrisKaronis.
"UNFORTUNATE COINCIDENCE"
He said the media update on the merger comes in the wake of the English court ruling on the JP Morgan-Werealize.com dispute, which he disclosed in a LinkedIn post, describing the timing as "unfortunate.".
"I welcome the court's decision as it is an important outcome that ensures Viva's valuation against the negative incentives of minority shareholder JP Morgan (JPM). The decision upholds ethical business principles by making clear that the contract provided JPM with a one-time takeover option over the company, which it exercised in January 2024 and which WRL rightly rejected under the strict terms of the agreement," he said in the post.
In particular, he stressed that the court's decision was independent of the company's performance as "we cannot change the arithmetic, and 51% means 51% and was not held by accident. There is a minority shareholder who had a call option and lost it."
"WE SPENT €25 MILLION TO DEFEND OURSELVES."
Asked about the final valuation of the company, he stressed that there are so far three different valuers, bringing the value of the company close to €3 billion and a valuation of €1.6 billion. "It turned out that we have different views on how we read the contract with JP Morgan, a contract that they made; we read and signed."
He added that Viva Wallet's side had invested €25 million to date to defend itself against JP Morgan's attempt, he said, "to rewrite the contract," adding that "obviously I would not have wanted the company to have suffered all of this, but we were subjected to a blackmail approach.".
2028 ON NASDAQ
At the meeting, Karonis highlighted that JP Morgan had a call option, which it exercised, with the English court at the Court of Appeal level of the English Court of Appeal confirming the position of the majority shareholders. Now JP Morgan, he said, has no ability to buy or sell without the approval of the majority shareholders.
"What it will do, we don't know. But we have the ability to veto where it will sell. We believe he will follow the path set out in the contract, and once the disincentive is gone, that is, he can't buy, we will now all have the same incentive to grow the company. We think it will help to go public," placing the company's listing on Nasdaq in 2028.
