Diginex Hands 86% of Its Future to Resulticks Holders in All-Stock Mega-Deal

Diginex holders will vote Oct. 8, 2026 on a stock-funded Resulticks acquisition that would leave them with a minority stake in the enlarged firm.

Diginex is asking its shareholders to approve a transaction that would effectively remake the company from the ground up — and to accept that they will own a small slice of it afterward. The Nasdaq-listed firm has lined up the acquisition of Resulticks Global Companies Pte. Limited, a deal that would hand roughly 86% of the enlarged business to Resulticks' current owners and incoming investors, leaving today's holders with a minority stake.

The stock took the news in stride at the start of the week. Shares of Diginex closed Monday at USD 1.40, up 2.2%, a modest move that leaves the company valued at about EUR 34.59 million — a fraction of the revenue base it is trying to absorb.

A purchase paid entirely in equity

Under the terms of the definitive share purchase agreement signed roughly three weeks ago, Diginex will issue 600 million new common shares as consideration, priced at a notional USD 1.75 apiece. No cash changes hands; the entire purchase price is settled in stock. The sheer volume of new paper explains why the ownership map will be redrawn so dramatically — the issuance amounts to a de facto re-founding of the listed vehicle under its existing name.

Backing the plan is USD 70 million in private financing commitments that Diginex secured in early August, according to media reports. Diginex has already filed with Nasdaq for approval of the change of control, a request submitted more than three weeks ago.

What Diginex is buying

Resulticks brings an operating profile on an entirely different scale from Diginex's current operations. Media reports put the target's 2025 revenue at USD 150 million, with net income of USD 17 million and an annual growth rate above 60% since the pandemic. One figure cited for the target's annualized revenue sits at roughly USD 150 million, with EBITDA in a range of USD 46 million to USD 50 million.

For Diginex, the step marks a leap into a new corporate dimension. Until now, the company had expanded mainly through smaller bolt-on purchases — Matter DK ApS, Plan A and The Remedy Project Limited — a strategy that lifted headcount to 114 employees by the end of the last fiscal year.

The clock is running

Two dates now frame the decision. Voting materials are expected to reach shareholders around September 25, 2026, ahead of an extraordinary general meeting set for October 8, 2026. If investors give the green light, both sides are targeting a formal close by October 30, 2026.

That vote carries unusual weight. Existing holders face the classic trade-off between steep dilution and the promise of a far larger earnings base: on one side, a flood of new shares that shrinks their percentage ownership to a sliver; on the other, the prospect of folding a business many times Diginex's current size under its roof. Until the October ballot, the shares are likely to remain a vehicle for speculative appetites, with the market waiting for detail ahead of the meeting. Absent evidence that the financing holds and the integration works, intentions alone rarely earn a premium.