EKIPA HOLDING S.A. and NewConnect-listed Beskidzkie Biuro Inwestycyjne S.A. (BBI),, signed a Merger Plan. As a result, Ekipa HOLDING S.A., headed by the most popular Polish YouTuber Karol “Friz” Wiśniewski, will be listed on the NewConnect stock market.
Reverse takeover (pursuant to Article 492 § 1.1) is a process in which the acquiring company, i.e. BBI, will take over all the assets of EKIPA HOLDING in exchange for issuing new issue of BBI shares to the existing shareholders of Ekipa, as a result of which they will become the majority shareholders of the Company listed on NewConnect. Thus, after the change of BBI’s name to EKIPA HOLDING S.A., Poland’s best known group of influencers, founded by Karol “Friz” Wiśniewski, together with its businesses will become the first publicly listed constellation of new media stars.
In order to agree on the terms of the merger, a valuation of both companies was carried out as of 1 August 2021. For BBI, the company’s market value (capitalisation) on that day, i.e. PLN 26.4 million, was assumed, while with regard to EKIPA HOLDING, together with its subsidiaries, the fair value was determined using the adjusted net asset value method, which amounted to PLN 252.25 million. As a result of this valuation and negotiations between the parties, it was agreed that the existing shareholders of BBI will hold 10.05% of the share capital of the Company after the merger, with the remainder going to the existing shareholders of Ekipa Holding S.A.