The INX Digital Company, Inc. announces that it has entered into an arrangement agreement with OpenDeal Inc., a company better known as Republic, in connection with a transaction that values the company’s equity at up to $60 million (assuming the Rollover Share Limit is achieved).
Republic is the largest online capital formation enabling private securities to pursue primary offerings in the world. Republic has operations in Europe as well as Asia.
INX is a secondary market for securities. The two companies had established a partnership in 2023 for the tokenization of securities and secondary trades.
Under the terms of the Arrangement Agreement, “on closing, Republic Strategic Acquisition Co LLC , a wholly-owned subsidiary of Republic, will acquire all of the issued and outstanding common shares of INX, other than those Shares already owned by Republic, for an aggregate amount of up to US$54.8 million, where up to US$18.8 million in consideration will be provided to the Rollover Shareholders, as further described below, and fixed consideration of US$36 million will be paid by Republic to the non-Rollover Shareholders.”
With respect to the consideration to be provided “to the non-Rollover Shareholders, US$20 million will be paid by Republic in cash upon completion of the Arrangement and US$16 million will be paid by Republic 18 months following the Escrow Deposit Date (which is defined in the Arrangement Agreement) pursuant to the terms of a contingent value rights agreement.”
Based on the number of Shares held by Republic and the Rollover Shareholders as of the date hereof, “the combined cash and contingent value right (CVR) consideration payable to the non-Rollover Shareholders under the Arrangement (assuming full payment of the CVRs) represents a premium of approximately 457% to the closing price of C$0.05 on the Cboe Canada Inc. of the Shares on April 2, 2025 (based on an exchange ratio of C$1 to US$0.70 on such date).”
The terms of the Arrangement Agreement are the “result of arm’s length negotiations conducted among representatives of Republic and INX that were supervised by a committee of independent directors of INX’s board of directors.”
INX and Republic are coming together with “a shared vision—to make regulated investment opportunities more accessible to both retail and institutional investors.”
The transaction strengthens Republic’s position in the blockchain investment space, creating a “pathway for raising capital, trading security tokens, and engaging in secondary market opportunities across digital assets, RWAs, and cryptocurrencies.”
Following the transaction, Republic—which is “a shareholder in INX—will fully integrate INX into its operations.”
This combination has proven its strength “through initiatives like the recent launch of Hamilton Lane’s Private Infrastructure Fund and the Republic Note listing on the INX.One platform.”
These successes highlight the power of the combined entity “that will be the result of the transaction, creating an investment ecosystem that bridges traditional and blockchain-based finance.”
For retail investors, this means access to a “wider range of tokenized assets and new opportunities to trade in a regulated environment.”
For companies and issuers, it provides “a straightforward, compliant way to raise capital through tokenization.”
Institutional investors will benefit from “a structured market for real-world assets and security tokens, with improved liquidity and efficiency.”
With Republic seeking to lead the charge on primary offerings and INX providing a regulated platform for secondary market trading, “the combined entity creates a seamless, more dynamic investment experience.”
Shy Datika, Founder and CEO of INX said:
“This is a defining moment for INX and the future of digital finance. Joining forces with Republic accelerates our vision of a fully regulated, tokenized economy that empowers investors globally. Together, we’re setting a new standard for how real-world assets and digital securities are issued, traded, and managed. By combining INX’s expertise in security token and cryptocurrency trading with Republic’s global investment reach, the merged entity will offer a full investment lifecycle in a regulated and scalable ecosystem—bridging traditional finance and blockchain technology.”
Andrew Durgee, Co-CEO of Republic, said:
“This acquisition is about more than just expansion—it’s about reshaping access to financial markets. Republic and INX are building the infrastructure that bridges traditional finance with blockchain, creating new opportunities for investors at every level. We’re proud to bring our expertise together to make tokenized investing more accessible, compliant, and scalable.”