SBI Holdings to make Solaris a consolidated subsidiary
SBI Holdings announced that SBI Ventures Two, a consolidated subsidiary of the Company, will acquire shares of Solaris SE, to make it a consolidated subsidiary.
Reason for acquisition of shares
SBI Holdings has invested in Solaris SE through the funds it manages and its subsidiary since 2017. Solaris SE has a technology platform that provides embedded finance, a banking license in Europe, and business assets such as partnerships with the All German Automobile Federation (ADAC), the largest automobile federation in Europe with which it collaborates on a credit card program, and the Boerse Stuttgart Group, the sixth largest exchange group in Europe with strengths in the digital asset area. SBI Holdings believes that making Solaris SE a consolidated subsidiary will enable maximization of synergies and further enhancement of corporate value of both companies, and has decided to acquire additional shares of Solaris SE.
Overview of the share acquisition
SBI Ventures Two plans to acquire Solaris SE’s shares through a third-party allotment of Solaris SE’s shares, which is scheduled to take place from February 2025 onwards, and will also acquire Solaris SE’s shares (up to 227,798 shares) from all existing shareholders except SBI Holdings' entities themselves (56 foreign corporations and 2 domestic corporations), at a price of 0.1 euro per share.
The major shareholders are currently FinLeap GmbH with 23.2%, and Bilbao Vizcaya Holding with 14.9% (with SBI Holdings' entities owning 8.9%, or 9.5% if a silent participation is taken into account). With the exception of FinLeap GmbH, of which SBI Holdings' entities own 3.7% of the shares, none of the legal entities have any capital, personnel, business, or related-party relationships with SBI Holdings that should be noted.
Overall, SBI Holdings will acquire 9,589,042 shares through a third-party allotment, and up to 227,798 shares from existing owners, for an acquisition cost of up to EUR 70,022,786.40. After the transaction is completed as described, SBI Holdings will own up to 86.7% of Solaris SE.
The share acquisition is subject to approval of the transfer of control procedure by the German Federal Financial Supervisory Authority and other authorities.
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