A Swedish public company has achieved a groundbreaking milestone in the financial market by executing a merger and acquisition transaction solely in Bitcoin. This unprecedented deal involved no currency conversions, with H100 Group AB fully acquiring two Norwegian entities, Moonshot AS and PDI AS, entirely in Bitcoin, thus shaking the conventional notions of corporate transactions.
On August 10, following a significant strategy shift towards Bitcoin accumulation, H100 completed its purchase, significantly increasing its own Bitcoin holdings from 1,051 BTC to an impressive 3,506.4 BTC. This substantial 234% rise positions H100 as a notable figure in the rapidly growing space of corporate Bitcoin investors.
How was the acquisition structured? Rather than exchanging Bitcoin directly, H100 opted to issue around 790.5 million new shares to the sellers. This innovative approach facilitated the transfer of 2,455.37 BTC from the sellers’ balance sheets to H100's treasury without any cash being exchanged. The valuation for this transaction was meticulously calculated, with shares priced at SEK 1.86, referencing a Bitcoin price of approximately SEK 598,927, equating to about $62,900 as of July 31. Remarkably, the deal reflected a 1.0x multiple of the merged net asset value, meaning it did not reflect any premium or discount on Bitcoin's valuation.
It's important to consider the impact on existing H100 shareholders. The share issuance resulted in about a 70% dilution, leaving prior investors with roughly 30% of the ownership in the combined company. The executive chairman of H100 emphasized that this acquisition not only sustains the Bitcoin-per-share ratios but also introduces skilled professionals into the organization, bolstering its abilities to attract institutional investors.
The principal seller, Geir Harald Hansen, has committed to a 12-month lock-up period on his new shares, ensuring stability during this transitional phase. H100's roots lie in health technology, with its strategic pivot to Bitcoin occurring in 2025, marking its entry into a growing trend of public companies reallocating their reserves from traditional currencies to Bitcoin.
This acquisition of Moonshot and PDI stands as the largest merger in the European public Bitcoin sector. Approval was granted by shareholders during H100’s annual general meeting on June 23, prior to the actual closing in August. Investors should pay attention to these developments as they signal a notable shift in corporate treasury management.