This SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of November 18, 2020, is made by and among Nasdaq, Inc., a Delaware corporation ("Parent"), Osprey Acquisition Corporation, a corporation existing under the CBCA and a wholly owned subsidiary of Parent ("Buyer" and collectively with Parent, "Buyer Parties"), Verafin Holdings Inc., a corporation existing under the CBCA . Forward-looking statements in this communication include, among other things, statements about the potential benefits of the transaction and Nasdaqs plans, objectives, expectations and intentions with respect to its business andVerafin. Verafin is a company that provides financial crime management solutions. Quarterly results Annual reports SEC filings Letters to shareholders Financial strength rating Financials Letters to shareholders Read the latest message from Markel's co-chief executive officers to our business partners. Articles, Webinars, White Papers and more. Verafin, a Nasdaq company, is an industry leader in enterprise Financial Crime Management solutions, providing a cloud-based, secure software platform for Fraud Detection and Management, BSA/AML Compliance and Management, High-Risk Customer Management and Information Sharing. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com. These cookies will be stored in your browser only with your consent. Brian HARTLEN, brian.hartlen@verafin.com 709.725.8235, Internet Explorer presents a security risk. Tel. This financing round with our long-term partners Spectrum Equity and IVP allows Verafin to accelerate our investments in product innovation and customer success, and continue our progress in market penetration of larger financial institutions, said Jamie King, CEO of Verafin. Represents revenues less transaction-based expenses. Verafin expects to deliver in excess of US$140 million 4 in revenue in 2021, representing an implied multiple of approximately 19.5x revenue, in line with high-growth SaaS companies. Verafin, a Nasdaq company, is an industry leader in enterprise Financial Crime Management solutions, providing a cloud-based, secure software platform for Fraud Detection and Management, BSA/AML. This cookie is used to store user's information to prepopulate the forms and track user's site usage. Follow Bloomberg reporters as they uncover some of the biggest financial crimes of the modern era. authorities that rely on Nasdaqs technology to detect market manipulation and abuse today. Sign up to receive the latest educational resources about today's financial READ MORE Verafins innovative fraud and AML detection platform, combined with Nasdaqs. Nasdaqs investment will help Verafin expand its Articles, Webinars, White Papers and more. D&B Hoovers TM Wins 3 Best Of Awards from TrustRadius! To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. investment grade ratings. Nasdaq disclaims any obligation to update these forward-looking statements, except as required by law. When used in this communication, words such as will, believes, can and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. For more information, visit http://www.informationvp.com. Representative investments include Ancestry, Bats Global Markets, Definitive Healthcare, Ethoca, GoodRx, Grubhub, Lynda.com, Origami Risk, RiskMetrics, SurveyMonkey and World-Check. LinkedIn sets this cookie, to store consent to use cookies for non-essential purposes. LinkedIn sets this cookie from LinkedIn share buttons and ad tags to recognize browser ID. This website uses cookies to improve your experience while you navigate through the website. Verafin has enjoyed tremendous growth in recent years, and its long-term vision of fighting financial crime through collaboration and cross-institutional analysis is fast becoming the industry standard for fraud detection and anti-money laundering (AML) regulatory compliance. Nasdaq believes that thesenon-GAAPmeasures provide useful information to management and investors regarding certain financial and business trends relating to Nasdaqs financial condition and results of operations. We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. Verafin Cookie. will make the following commitments: Verafins headquarters will proudly remain in St. Johns and its executive leadership team will remain Installed by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website's performance. Records the default button state of the corresponding category & the status of CCPA. Who is Verafin? As previously disclosed in Nasdaqs press release on November 19, 2020 regarding the acquisition of Verafin, the inclusion of Verafin increases the growth potential of Nasdaq, resulting in managements outlook for organic revenue growth in the Market Technology business of 13-16% CAGR over the medium-term (3-5 years), and an increase to its outlook for the broader Solutions Segments businesses to achieve a 6-9% organic revenue CAGR over the medium-term. Nasdaq also received financial advice from BofA Securities, Goldman Over 2,000 banks and credit unions use Verafin to effectively fight financial crime and comply with regulations. This cookie is used to record the user consent for the cookies in the "Advertisement" category. . Verafins legal advisor. Verafins products are powered by intelligent analytics and leverage machine learning, robust shared data + Go To Resource Our intelligent risk categorization approach identifies, segments, stratifies and actively monitors ongoing high-risk customer activity. Ottawas heart institute promises to return US$250,000 grant from bankrupt FTX empire, New federal innovation organization will levy penalties on publicly subsidized IP leaving country, Enthusiast Gaming accuses former executive of calculated coup against CEO, U.S.-based startup with plans to store carbon in deep oceans skips Canada for Iceland. The forward-looking statements included in this communication are made only as of the date hereof. Verafins research and development. Verafin will continue to operate in St. Johns, Newfoundland and Labrador as a stand-alone organization aligned with Nasdaqs Market Technology business. Spectrum Equity, Connect with us on Social or feel free to contact us with any inquiries. Since we began discussions with Nasdaq, we felt their DNA strongly mirrored our own core values: innovation, future levels of Nasdaqs indebtedness, including additional indebtedness that may be incurred in connection with the proposed transaction; and the effect of the announcement or pendency of the transaction on Verafins business Contact Email info@verafin.com. Nov 25, 2022. With Security in the Verafin Cloud The Verafin Cloud is a secure infrastructure for data storage and analysis, which provides convenient, on-demand access to the Verafin Verafins secure cloud infrastructure enables technology advancements,superior customer service and application enhancements. alert("Please enter your email address"); Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. At the time, Verafin CEO Jamie King said the windfall would allow the companythe biggest tech firm in the provinceto keep growing while remaining independent. Longview Communications& Public Affairs (Canada). Association, Massachusetts Bankers Association, and CUNA Strategic Services, with industry endorsements in 48 U.S. states. These symbols will be available throughout the site during your session. LinkedIn sets the lidc cookie to facilitate data center selection. To track previous page view id and url. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. Driving the market is an uptick . This cookie is used by Leadlander. Get a D&B Hoovers Free Trial. LinkedIn sets this cookie, to store consent to use cookies for non-essential purposes. However you may visit Cookie Settings to provide a controlled consent. EMEA +44 20 7330 7500. This cookie is used to store user's information to prepopulate the forms and track user's site usage. Verafin, a Nasdaq company, is an industry leader in enterprise Financial Crime Management solutions, providing a cloud-based, secure software platform for Fraud Detection and Management,. extraordinary growth and stellar client retention. employment base, Nasdaq will work closely with Memorial University to grow its scholarship program at the University, enhance its co-op programs, and fund and supervise at least six Mitacs fellowships annually Robert WEBB, robert.webb@verafin.com 709.752.3050 ext. Functional cookies help to perform certain functionalities like sharing the content of the website on social media platforms, collect feedbacks, and other third-party features. Nasdaq disclaims any obligation to update these forward-looking statements, except as required by law. Vice President, Financial Planning & Analysis, Bsa & Anti-Money Laundering Head of Product Management. Nearly 3,000 banks and credit unions use Verafin to effectively fight financial crime and comply with regulations. if(!$('#wpaloginform #user_email_username').val()) { This cookie is used to store the referral link when a user initially discovers on Verafins website. Visit www.verafin.com, email info@verafin.com or call 866.781.8433. This press release includes certainnon-GAAPfinancial measures, including organic revenue growth and non-GAAP operating expenses. Legal Name Verafin Inc. Company Type For Profit. Nasdaq includes acquisitions in its organic growth calculations after they have been part of Nasdaq for 12 months, and as such, Verafins impacts on organic revenue and non-GAAP expense growth will begin in the first quarter of 2022. What will they do with all the cash? In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a Microsoft Clarity cookie. This cookie is used to store the user consent for the cookies in the category "Other". credit unions use Verafin to effectively fight financial crime and comply with regulations. The anti-financial-crime sector is a US$12.5-billion industry expected to see a compound annual growth rate of about 17 per cent from now until 2024, according to the investor report. Recession Risk Determine whether Verafin Usa grew or shrank during the last recession. ST. JOHNS, Newfoundland and Labrador--(BUSINESS WIRE)--Verafin, the worlds largest financial crime management software company, announced today the completion of a C$515 million equity and debt recapitalization. Risks and uncertainties include, among other things, Nasdaqs ability to successfully integrate Verafins operations; Nasdaqs ability to implement its plans, forecasts and other expectations with respect to Verafins business and realize expected synergies; the ability to realize the anticipated benefits of the transaction, including the possibility that the expected benefits from the transaction will not be realized or will not be realized within the expected time period; the impact of Verafins business model on Nasdaqs ability to forecast revenue results; disruption from the transaction making it more difficult to maintain business and operational relationships; risks related to diverting management's attention from Nasdaqs ongoing business operations; significant transaction costs; unknown liabilities; future levels of Nasdaqs indebtedness, including additional indebtedness that may be incurred in connection with the transaction; and the effect of the transaction on Verafins business relationships, operating results, and business generally. C$100 million in annual recurring . A prior IVP fund provided initial venture capital financing for Verafin in 2009, and a prior Spectrum Equity fund led a substantial growth equity financing in 2014. Canada. with U.S. GAAP. Copyright 2019, Verafin Solutions ULC All rights reserved. Nasdaqs global reach combined with Verafins powerful analytics, robust data insights, and innovative investigation tools, will create a next generation suite of solutions to fight financial crime and promote integrity throughout the financial ecosystem. This ensures that behavior in subsequent visits to the same site will be attributed to the same user ID. Get a D&B Hoovers Free Trial. LinkedIn sets this cookie for LinkedIn Ads ID syncing. The cookie is used to store and identify a user's unique session ID for the purpose of managing user session on the website. Verafin provides artificial intelligence and machine learning to give you the ability to quickly uncover illicit activity, along with solutions to strengthen your end-to-end BSA/AML compliance program. market. Management uses thisnon-GAAPinformation internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. For more information, including a complete list of portfolio investments, visit www.spectrumequity.com. The transaction accelerates Nasdaqs ongoing evolution into a leading SaaS technology provider and significantly strengthens its existing regulatory and anti-financial crime solutions. Current investments include BigID, Coconut Software, Flybits, Knowtions, LendingFront, PostBeyond, Procurify, Q4, Sensibill, Verafin and YayPay. This press release includes certainnon-GAAPfinancial measures, including organic revenue growth and non-GAAP operating expenses. The cookie is used to store if a user has or has not consented to the use of cookies. ARR does not have any standardized Verafins comprehensive suite of anti-financial crime management products with Nasdaqs reach and established regulatory technology leadership to create a global SaaS leader in the fight against financial crime, a worldwide problem that For purposes of providing the pro-forma impact of the Verafin acquisition, Verafins forecasted results are included and the impact of purchase Verafins existing executive leadership team will continue to lead the company. services enables clients to optimize and execute their business vision with confidence. Nasdaq is now updating its outlook for the organic growth in non-GAAP operating expenses over the medium-term to 3-6% up from the 2-4% amount previously announced, reflecting the strong growth expectations of Verafin and our combined anti-financial crime technology offering. This cookie is to store the resource that was in user's last activity. These cookies track visitors across websites and collect information to provide customized ads. Our diverse offering of data, analytics, software and The pattern element in the name contains the unique identity number of the account or website it relates to. Microsoft Clarity cookie. Records the default button state of the corresponding category & the status of CCPA. Visitwww.verafin.com, emailinfo@verafin.comor call 866.781.8433. Enhances Nasdaqs performance and potential, with Verafins cloud products delivering ~30% compound. Verafin's all-in-one Anti-Financial Crime platform for crypto companies provides a full fiat-to-blockchain view of cryptocurrency activity, . Membership provides access to our popular Slack channel, participation in subscriber surveys and invitations to exclusive events with our journalists and special guests. Refer to the non-GAAP information section of this release for a Risks and uncertainties include, among other things, risks related to the ability of Nasdaq to consummate the proposed transaction on a timely basis or at all; The acquisition of Verafin is expected to deliver EPS accretion beginning in 2022 and meet Nasdaqs ROIC, or A reconciliation ofnon-GAAPforward looking information to their corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability in the movement in foreign currency rates, Nasdaqs effective tax rate as well as future charges or reversals outside of the normal course of business. LinkedIn sets this cookie to remember a user's language setting. These documents are also available under the Investor Relations section of Nasdaq 's website athttp://ir.nasdaq.com/investor-relations. 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By clicking Accept, you consent to the use of ALL the cookies. As previously disclosed in Nasdaqs press release on November 19, 2020 regarding the acquisition of Verafin, the inclusion of Verafin increases the growth potential of Nasdaq, resulting in managements outlook for organic revenue growth in the Market Technology business of 13-16% CAGR over the medium-term (3-5 years), and an increase to its outlook for the broader Solutions Segments businesses to achieve a 6-9% organic revenue CAGR over the medium-term. You can withdraw your consent at any time. LinkedIn sets this cookie from LinkedIn share buttons and ad tags to recognize browser ID. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. We also use third-party cookies that help us analyze and understand how you use this website. Verafin is the industry leader in enterprise Financial Crime Management, providing a cloud-based, secure software platform for Fraud Detection and Management, BSA/AML Compliance and Management, High-Risk Customer Management and Information Sharing. The intelligent technology solutions Verafin has created are second-to-none, and that is evident in the companys In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. You can withdraw your consent at anytime. But opting out of some of these cookies may have an effect on your browsing experience. When the symbol you want to add appears, add it to Watchlist by selecting it and pressing Enter/Return. Stores the Clarity User ID and preferences, unique to that site, on the browser. Analytical cookies are used to understand how visitors interact with the website. Verafins innovative anti-money laundering and fraud platform and client breadth. The cookie is used to analyse the website's visitors and monitor traffic patterns. Type a symbol or company name. You also have the option to opt-out of these cookies. Nasdaq or Verafin, and the anticipated timing of closing of the proposed transaction. Nasdaqs organic growth calculation methodology normally excludes acquired businesses from the measure until they have been part of Nasdaq for a full 12-month period. Valuable research and technology reports. return on invested capital, and IRR objectives. The recapitalization allows Verafin to aggressively pursue its growth plans while remaining an independent company. Microsoft Clarity cookie, used in synchronizing the MUID across Microsoft domains. Microsoft Clarity cookie is used to identify the first-time Clarity sees this user on any site using Clarity. Combines Nasdaqs global reach and established regulatory technology leadership with. Investors should not rely on any single financial measure when evaluating these businesses. 570 Newfoundland Dr, St. John S, Newfoundland and Labrador, A1A 5B1, Canada. Google DoubleClick IDE cookies are used to store information about how the user uses the website to present them with relevant ads, according to the user profile. Other uncategorized cookies are those that are being analyzed and have not been classified into a category as yet. Management uses thisnon-GAAPinformation internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. market according to Oliver Wyman, have become increasingly attractive solutions for financial institutions. As potential liability shifts loom with possible implications for wire payments, As financial institutions implement more robust controls against schemes such as wire fraud, criminals respond by evolving their tactics and efforts against more vulnerable customer Fraudsters are uncompromising, often targeting seniors with cruel elder financial abuse tactics from romance and investment scams. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, What Led to Europes Deadliest Train Crash in a Decade, This Week in Crypto: Ukraine War, Marathon Digital, FTX. Sign up to receive the latest educational resources about today's financial Phone Number 877.368.9986. This cookie is used to store user's last activity, it is created by user's last activity time following with a unique multiple-digit number as session ID. will increase Verafins level of charitable giving as the company continues to grow. The forward-looking statements included in this communication are made only as of the date Verafin expects to deliver in excess of US$140million4 in revenue in 2021, representing an implied multiple of approximately 19.5x revenue, in line with high-growth To this end, Nasdaq Configurable Dashboards Manage and transform your information into key business insights. Please refer to our, The proposed deal comes just over a year after Verafin clocked the biggest venture funding round in Canadian history: a $515-million equity and debt recapitalization deal to help build out its product innovation and land bigger clients in the banking sector. hub. These cookies track visitors across websites and collect information to provide customized ads. Articles, Webinars, White Papers and more. . This cookie is used to store user's information to prepopulate the forms and track user's site usage. Create your Watchlist to save your favorite quotes on Nasdaq.com. For over 25 years, the firm has partnered with proven entrepreneurs and management teams to build long-term value in market-leading software, information services and Internet companies. Chris Mitchell, Managing Director at Spectrum Equity said, We are thrilled to be renewing our partnership with Verafin via this new investment to support its next phase of growth. hereof. reports filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq makes with the SEC from time to time and available at Verafin provides a cloud-based cross-institutional software platform for Fraud Detection and Management, BSA/AML Compliance . These documents are also available under the Investor Relations section of Nasdaq 's website athttp://ir.nasdaq.com/investor-relations. Nasdaqs global reach combined with Verafins powerful analytics, robust data insights, and innovative investigation tools, will create a next generation suite of solutions to fight financial crime and promote integrity throughout the financial ecosystem. It is expected to close in the first quarter of 2021. You also have the option to opt-out of these cookies. Over 2,000 banks and $=jQuery; The proposed deal comes just over a year after Verafin clocked the biggest venture funding round in Canadian history: a $515-million equity and debt recapitalization deal to help build out its product innovation and land bigger clients in the banking sector. However you may visit Cookie Settings to provide a controlled consent. You'll now be able to see real-time price and activity for your symbols on the My Quotes of Nasdaq.com. This website uses cookies to improve your experience while you navigate through the website. See the bigger picture with reporters and industry experts in subscriber-exclusive events. Leveraging its robust big data intelligence, visual storytelling and collaborative investigation capabilities, Verafin can significantly reduce false positive alerts, deliver context-rich insights and streamline the daunting BSA/AML compliance processes that financial institutions face today. transaction with a combination of US$2.5billion of debt and cash on hand and expects debt / non-GAAP EBITDA leverage to be approximately 3.9x pro forma for the transaction. Verafin has grown at a compound annual revenue growth rate of approximately 30% over the last three years. Verafins managements use certain of these non-GAAP measures to compare Nasdaqs and Verafins performance to that of prior periods for trend analyses and for budgeting and planning purposes. Software Updates. Advantages of the Verafin Cloud: Immediate access to new Verafin software releases/features and Industry trends & hot topics delivered to your inbox. 18 Hebron Way. privacy. Microsoft Clarity cookie. Performance cookies are used to understand and analyze the key performance indexes of the website which helps in delivering a better user experience for the visitors. Outsmart the market with Smart Portfolio analytical tools powered by TipRanks. 2023, Nasdaq, Inc. All Rights Reserved. Visitwww.verafin.com, emailinfo@verafin.comor call 866.781.8433. Senior debt financing for the transaction was led by Wells Fargo Capital Finance and included Scotiabank in the syndicate. Together with Nasdaq, we will be a clear leader in expanding the fight against illicit finance by delivering our capabilities to a global client base from our Verafin uses artificial intelligence and machine learning for cross-institutional, multi-channel analysis to show you truly unusual activity with a single alert, saving you time and providing you with the information you need to decide how to proceed. Stores the Clarity User ID and preferences, unique to that site, on the browser. will, believes, expected, projected and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website.