Lawarton lawyers have advised Finelf and its owners throughout the entire process of acquiring 100% of the control of Adepto and the share exchange. Lawarton has handled the transaction end-to-end from term sheet, through due diligence, negotiations, to closing with the notary.
The final conclusion of the investment agreement and a series of executive agreements were reached on May 17, 2022. The team work was supervised by Wojciech Ługowski, attorney-at-law, partner in Lawarton.
The subject matter of the agreement was the sale of a part of shares in Adepto (the owner of sites such as superloans.pl, bankipromocje.pl and udzielamy.pl and owning an affiliate network) to Finelf by the owners of Adepto and, in exchange for the remaining shares in Adepto, the acquisition of shares in Finelf by the owners. The exchange of shares will be connected with Finelf issuing new in-kind shares.
As part of the transaction, among others, Digitree Group S.A. also entered into an agreement to sell 480 shares of Adepto and a process related to the acquisition of the contribution shares by the owners of Adepto will also commence shortly. As part of this process, Digitree Group S.A. will convert the remaining 720 Adepto shares held into Finelf shares. The total value of all 1,200 Adepto shares sold and exchanged by Digitree Group S.A. amounts to PLN 1,049,996.00. The price for the Adepto shares sold by Digitree Group S.A. has been paid in 50% on the date of the agreement, and shall be further paid in 50% in eighteen equal monthly installments, plus 12% of the annual interest calculated each time on the amount outstanding from Finelf to Digitree Group S.A. The ownership of 480 selling shares of Adepto was occured to be transferred on the date of payment of half of the agreed price.
The transaction amounts for the other parties of transaction have not been made public.
The purpose of the merger of companies is to multiply investments in Super Partners affiliate network, which is the part of Adepto, as well as to intensify lead generation activities using pingtree. In practice consumers can expect higher sales standards, publishers faster payments and financial institutions, agencies and media houses cooperating with Finelf – higher traffic rates.
Digitree Group S.A., Opoka Q Fundusz Inwestycyjny Zamknięty and White Morecra Limited have also joined the group of Finelf shareholders.
Ultimately, Finelf will be the sole shareholder of Adepto, holding 100% of the share capital and 100% of the votes at Adepto’s Shareholders’ Meetings. The total shareholding of all existing Adepto owners in Finelf will be 12% of the share capital.
Finelf offers brokerage of financial products and services in Poland, Spain and Mexico. Provides support in the selection of financial products such as cash loans, credits and factoring. It operates on the Internet and reaches out to customers, to whom it offers advice and financial solutions, under the brands: Czerwona Skarbonka, Money24, Chwilowo.pl and Kontomierz. The company has already planed further development and expansion of its services in other countries and on other continents.