Circle, a worldwide financial technology company that offers online businesses with payments and treasury infrastructure backed by Goldman Sachs, revealed today that it has reached a formal business combination agreement with Concord Acquisition Corp, a publicly listed special purpose acquisition company.
Circle and Concord Acquisition Corp merged business will be purchased by a new Irish holding company that will trade on the NYSE. It is anticipated to trade on the New York Stock Exchange under the symbol “CRCL.”
Circle’s mission of increasing global economic prosperity through frictionless financial value exchange is accomplished through a suite of internet-native, digital currency-powered transaction and treasury services that enable businesses and financial institutions around the world to benefit from the shift to a digital currency and blockchain-based global financial system.
Circle is the primary operator of USD Coin (USDC), the fastest-growing dollar digital currency, which has more than $25 billion in circulation and has enabled more than $785 billion in on-chain transactions. Bob Diamond, Chairman of Concord Acquisition Corp and CEO of Atlas Merchant Capital, said,
Circle is the true pioneer of trusted digital currencies, an increasingly critical part of the global financial system. The firm has earned its exceptionally strong reputation building highly innovative blockchain-enabled products and services within the regulatory perimeter. Circle’s world-class leadership team, its track record of delivery, and extraordinary ambition help position the firm as one of the most exciting companies in the transformation of finance.
Existing Circle equity holders may be eligible for an earnout of additional shares of the Company if certain stock price goals specified in the formal business combination agreement are attained. Current Concord shareholders will also become shareholders of the Company, exchanging their Concord common stock for equity in the Company on a share-for-share basis.
The transaction was unanimously authorized by the boards of directors of both Concord Acquisition Corp and Circle, and it is scheduled to conclude in the fourth quarter of 2021. The transaction values Circle at $4.5 billion. Upon completion of the transaction, existing Circle shareholders will maintain approximately 86% ownership of the public entity.
In connection with the deal, investors have pledged $415 million in PIPE financing, which, when combined with cash in trust and Circle’s recently closed convertible note financing, will give the company approximately $1.1 billion in gross proceeds at the transaction’s completion.
Leading institutional investors backed the PIPE, including Marshall Wace LLP, Fidelity Management & Research Company LLC, Adage Capital Management LP, accounts handled by ARK Investment Management LLC and Third Point.
Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Concord. Goldman Sachs & Co. LLC and Citi acted as placement agents for Concord in connection with the PIPE transaction.
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