M&A - XBP Europe Holdings, Inc.
Form Type: PRE 14A
Filing Date: 2025-07-03
Corporate Action: Acquisition
Type: New
Accession Number: 000110465925065871
Filing Summary: On July 3, 2025, XBP Europe Holdings, Inc. announced its acquisition of the BPA Group, an affiliate of Exela Technologies, LLC, which has been undergoing a Chapter 11 restructuring process. This acquisition was made under a Membership Interest Purchase Agreement (MIPA) and involves significant financial implications for XBP. The BPA Group is a provider of transaction processing solutions and relevant business operations, and the acquisition is set to strengthen XBP's market position. To facilitate this acquisition, XBP aims to restructure its operations, reassess financial forecasts, and possibly issue up to 91,344,311 shares of its common stock following shareholder approvals. The document outlines various proposals to be voted on at the Annual Meeting scheduled for July 25, 2025, including the Director Election Proposal, Auditor Ratification Proposal, and several Charter Amendment Proposals, which include a proposed name change and increase in authorized shares. Stakeholders are encouraged to vote as these decisions will guide the firm's trajectory towards its goals following the restructuring.
Additional details:
Payment Of Filing Fee: No fee required
Date Of Annual Meeting: 2025-07-25
Record Date: 2025-06-12
Shares Outstanding: 35915548
Director Election Proposal: To elect two directors to serve until the 2028 annual meeting
Auditor Ratification Proposal: Ratify UHY LLP as independent registered public accounting firm
Name Change Proposal: Change company name to 'XBP Global Holdings, Inc.'
Increase In Authorized Shares: Increase to 420,000,000 total authorized shares
Reverse Stock Split Proposal: Amend charter to effect a reverse stock split at a ratio of 1-for-3 to 1-for-15
Adjournment Proposal: Adjourn the annual meeting if votes are insufficient
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