Voyager Digital Ltd. (“Voyager” or the “Company”) (OTC Pink: VYGVQ) (FRA: UCD) today announced that European Holdings ApS, an indirect wholly-owned subsidiary of Voyager, agreed to sell all of its equity interests in Coinify ApS (“Coinify”) to Ascension ApS, an entity owned by certain members of Coinify management, for US$2 million in cash. An additional, conditional earn-out payment is stipulated in the event of a subsequent sale of Coinify by Ascension ApS within three years following the transaction, thus preserving potential upside for Voyager.
Coinify is a cryptocurrency platform operating in Europe, Asia and other regions, offering individual and corporate cryptocurrency trading, crypto payment processing services, and enterprise solutions via Coinify API. Coinify’s platform is separate and distinct from the Voyager platform.
Voyager purchased Coinify in August 2021; on August 16, 2022, Coinify’s sale was approved by the U.S. Bankruptcy Court for the Southern District of New York, which is overseeing Voyager’s ongoing Chapter 11 restructuring process. The sale of Coinify reduces overall headcount by 15% and eliminates Voyager’s ongoing funding requirements for Coinify of up to US$500,000 per month.
Under Multilateral Instrument 61-101 (“MI 61-101”) the transaction is considered a related party transaction, as the purchaser is controlled by Mark Højgaard, Co-founder and Chief Executive Officer, and Hans Henrik Hoffmeyer, Co-founder and Chief Operating Officer, who are senior officers. The Company relied on the exemption from the minority approval and the formal valuation requirement available to it pursuant to sections 5.7(a) and 5.5(a) of MI 61-101.