What is the timeline for completing the transaction and any associated earn‑out or contingent payments?

Timeline & Earn‑out Details

The press release only states that Diginex and Findings have signed a non‑binding Memorandum of Understanding (MOU). By definition, an MOU does not set a firm closing date; the parties still must complete due‑diligence, obtain board and shareholder approvals, and satisfy any required regulatory clearances (e.g., UK FCA, Nasdaq, and possibly foreign‑investment reviews). In comparable cross‑border cyber‑security deals, the typical window from MOU signing to transaction close ranges from 3 to 6 months. Given the Aug 12 2025 announcement, market participants can reasonably expect the acquisition to be finalized by Q4 2025, assuming no material obstacles arise.

The release does not disclose any earn‑out or contingent‑payment provisions. Because the MOU is non‑binding and no financial terms beyond the headline US $305 million valuation are provided, there is no publicly‑available information on whether the purchase price will include performance‑based earn‑out components, seller‑hold‑backs, or contingent milestones. Until a definitive acquisition agreement is signed—where such terms would be negotiated and disclosed—traders should treat the deal as a straight‑forward cash purchase with the full price payable at closing.

Trading Implication: With the timeline still open‑ended and no earn‑out risk identified, the market is likely to price in the acquisition premium on Diginex’s equity over the next few weeks. Any delay in moving from MOU to a binding agreement (e.g., extended due‑diligence or regulatory hold‑ups) could create short‑term volatility, while the absence of contingent payments reduces downside risk for Diginex’s shareholders once the deal closes. Traders can therefore focus on Diginex’s current valuation, liquidity, and sector‑momentum rather than speculative earn‑out exposure.