Netfin Acquisition Corp. Drops Non-Binding LOI “Teaser”

Netfin Acquisition Corp. (NFIN) announced a “teaser” this morning that they have signed a non-binding Letter of Intent to acquire Triterras Fintech Pte. Ltd., a leading commodity trading and trade finance fintech company founded in 2012. Both parties expect to execute a definitive agreement in July with an estimated enterprise value of $995M.  Since this LOI is non-binding, Netfin will not be placed in the officially “announced” column yet.

However, Triterras’ proprietary Kratos™ marketplace is one of the world’s highest volume commodity trading and trade finance platforms that enables traders and lenders to transact directly online. Triterras monetizes the Kratos platform by charging fees to its users on their trading and trade finance transaction volumes. It maintains a presence in key trading hubs across the world, including Singapore, Australia, the Middle East, the U.K. and the U.S.

Netfin and Triterras believe Kratos to be the only non-petroleum commodity trade and trade finance platform of scale and a first mover in addressing critical industry challenges such as lower financing costs, faster cycle times, fraud prevention, improved discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos cuts administration costs, abates risk and fraud, and provides a marketplace of pre-qualified and packaged borrowers with anti-money laundering and “know your customer” solutions.

We don’t yet know the specifics around the transaction, the company’s website says it has been profitable every year since inception and generated $86.8M in EBITDA in FY2019, which puts the TEV at 11.5x 2019 EBITDA. Of course the company’s fiscal year ended Feb. 28 (pre-commodity market collapse), and this is still a non-binding LOI, but on the face of it, this transaction sounds interesting as the company headquarters itself in Singapore and describes the location as a bet on the future of global trade:

“By 2020, this region will account for nearly 60% of the global trade flow, drawing the focus away from North America and Europe. This global city is built for global trade, and over the years has become one of the most highly developed economies….The efficient infrastructure and international culture of this city promotes global standards and respects quality of life. Rhodium has been a part of this ecosystem since 2011 and works closely with the government, as a partner to Enterprise Singapore, to improve global trade in the region.”

Interestingly, this combination was “teased” even though Netfin still has plenty of time left on its SPAC clock (NFIN doesn’t expire until early February 2021).  Typically, if a combination is teased, it’s because a SPAC has an upcoming extension vote and they’d like to prevent redemptions to keep as much cash in trust as possible.  However, in Netfin/Tritteras’ case, it appears they are trying to gauge investors sentiment before signing a definitive agreement and effectively “get married”.

There is also the possibility in the future of using these teasers as a form of “price discovery” before agreeing to combine at an agreed upon valuation.  For instance, some have recently argued that Nikola, DraftKings, and Hyliion, which have seen their share prices skyrocket, left money on the table.  Perhaps if they had teased the combination prior to signing anything definitive, they would have made some adjustments.

Nevertheless, Netfin and Triterras intend to execute a definitive agreement in July, with a closing expected in the third quarter of 2020.