Xtribe's platform is designed to enable individuals and businesses to easily trade goods and services either online or in-person by creating a virtual marketplace where users can discover, buy, and sell a wide range of products. With a focus on convenience and accessibility, Xtribe leverages advanced technologies, such as artificial intelligence and data analytics, to enhance the user experience. The platform offers features like personalized recommendations and real-time messaging to ensure efficient and secure transactions for both buyers and sellers. Xtribe seeks to empower small and medium-sized enterprises (“SMEs”) by providing them with simple and easy access to a digital presence in order to attract new customers. Xtribe also aims to support cities, towns, and neighborhoods by building local, loyal connections between buyers and sellers who want to interact face to face.
Key Transaction Terms
The Business Combination Agreement values Xtribe at an implied equity value of approximately
After the closing, Xtribe shareholders are expected to retain a majority of the outstanding shares of the combined company, and Xtribe would have the right to designate a majority of the initial proposed directors for the combined company’s board.
The Xtribe management team, led by founder
The boards of directors of both Xtribe and WinVest have approved the Proposed Transaction, which is expected to be completed in late 2024, subject to, among other things, approval by WinVest’s and Xtribe’s respective shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Business Combination Agreement, including regulatory approvals and other customary closing conditions, including a registration statement in connection with the Proposed Transaction being declared effective by the
Advisors
Chardan is acting as financial and capital markets advisor to Xtribe.
About Xtribe
Xtribe P.L.C. is a technology company that operates a digital platform that aims to connect buyers and sellers. Through its advanced features and commitment to sustainability, Xtribe aims to empower businesses, foster economic growth, and create a vibrant and inclusive online community.
About
Additional Information and Where to Find It
In connection with the Proposed Transaction, WinVest intends to file with the
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Proposed Transaction described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Proposed Transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Proposed Transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “anticipate,” “expect,” “believe,” “estimate,” “intend,” “may,” “plan,” “proposed,” “seek,” “will,” “would,” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks, uncertainties and assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: risks related to the expected timing and likelihood of completion of the Proposed Transaction, including the risk that the Proposed Transaction may not close due to the failure to receive the required securityholder approvals or due to one or more other closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; the risk that WinVest may not receive the benefits of the Proposed Transaction; WinVest’s or the combined company’s inability to meet Nasdaq’s listing standards; the costs related to the Proposed Transaction; Xtribe’s ability to manage growth; Xtribe’s ability to execute its business plan; risks related to the ability of WinVest and Xtribe to successfully integrate their respective businesses; general economic and market conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Xtribe or WinVest; risks related to disruption of management time from ongoing business operations due to the Proposed Transaction; (vi) the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of WinVest’s securities; the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of Xtribe to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; and risks relating to the combined company’s ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.
A further list and description of risks and uncertainties can be found in WinVest’s Annual Report on Form 10-K for the fiscal year ended
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy any securities of WinVest or Xtribe, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Additional information and disclosures would be required for a more complete understanding of the respective financial positions and results of operations of WinVest and Xtribe as of, and for the fiscal year ended,
Participants in the Solicitation
WinVest and Xtribe, certain stockholders of WinVest, and WinVest’s and Xtribe’s respective directors, executive officers and employees and other persons, may be deemed to be participants in the solicitation of proxies from the holders of WinVest’s common stock in connection with the Proposed Transaction. Information about WinVest’s directors and executive officers and their ownership of WinVest common stock is set forth in WinVest’s 2023 Form 10-K, as modified or supplemented by any Form 3 or Form 4 filed with the
Contact
(617) 658-3094
Source:
2024 GlobeNewswire, Inc., source