Miivo Holdings enters definitive deal to acquire Tandem

Executive Summary

• Miivo Holdings Corp. has entered into a definitive share exchange agreement to acquire 100% of the issued and outstanding shares of Tandem Partners, a Dubai-based private advisory and operational management firm.
• The transaction is valued at $1.25 million, structured as one-third cash and two-thirds in Miivo common shares, with significant overlap in ownership between the acquiring and target companies.
• The acquisition is designed to consolidate operational leadership, integrate Tandem’s advisory expertise with Miivo’s AI platform, and accelerate product rollout in the North American market.

Key Details

• Transaction Structure: Miivo acquires all issued and outstanding shares of Tandem Partners.
• Total Consideration: $1.25 million.
• Payment Terms:
  • Cash Portion: One-third of the purchase price (approximately $417,000) payable in cash.
  • Equity Portion: Two-thirds of the purchase price payable in common shares of Miivo.
  • Share Price: Deemed price of $0.60 per share, representing the market price at the time of execution.
  • Payment Schedule: 50% of total consideration paid on closing; balance paid six months thereafter. No shares or cash are issued/paid until closing.
• Ownership Overlap: Tandem Partners is owned one-third percent each by Alexander Damouni (CEO of Miivo), Rabih Brair (CFO of Miivo), and one non-principal.
• Regulatory Status:
  • Classified as a "reviewable transaction" under TSX-V Policy 5.3 due to non-arm's-length parties.
  • Constitutes a related party transaction under Multilateral Instrument 61-101.
  • Exemptions from formal valuation and minority shareholder approval are relied upon as the fair market value does not exceed 25% of Miivo's market capitalization.
  • Shareholder approval is not required as issuable securities to non-arm's-length parties do not exceed 10% of outstanding securities on a non-diluted basis.
• Closing Conditions: Subject to TSX Venture Exchange (TSX-V) acceptance, submission of required documents (including audited financial statements and proof of value), and fulfillment of agreement closing conditions.
• Share Restrictions: All shares issued as consideration are subject to a statutory four-month hold period.
• Strategic Rationale: Integration of Tandem’s advisory model and long-standing clients with revenue/cash flow into Miivo’s AI-driven products. Expected to create operational synergies, streamline processes, and support organic growth for North American product rollout in Q1 2026.
• Fees: No finders' fees will be paid.

Notable Quotes

• Alexander Damouni, CEO: "Entering into this definitive agreement with Tandem is a key step in further aligning our operational and strategic capabilities. Tandem's advisory expertise, combined with Miivo's AI platform, positions us to enhance our offering to SMEs globally and accelerate our path forward."
• Rabih Brair, CFO: "This agreement represents the natural extension of a long-standing working relationship. By integrating Tandem's advisory model, we bring long-standing clients with revenue and cash flow to Miivo. We believe we can unlock meaningful value for Miivo's shareholders and drive continued innovation from existing and new clients."