31 Mar 2025

DDM supports Omnio’s proposed reverse takeover of Sileon and commits to EUR 10 million investment

Stockholm, 31 March 2025 – DDM Debt AB (publ) (“DDM”), a leading investor in European financial services, announces that it has signed a Letter of Intent (“LOI”) together with Omnione SA (“Omnio”) and Sileon AB (publ) (“Sileon”), to support a proposed reverse takeover (RTO) in which Sileon would acquire Omnio, thereby establishing a new, listed entity combining complementary capabilities in Banking-as-a-Service (BaaS) and Buy Now, Pay Later (BNPL) technologies.

The LOI outlines a transaction structure where Sileon will acquire all outstanding shares in Omnio, with Omnio’s shareholders owning approximately 95% of the newly issued Sileon shares following the Transaction. This implies an indicative valuation of EUR 95 million for Omnio and EUR 5 million for Sileon, with a subscription price of SEK 15.0 per share.

As part of the Transaction, DDM has committed to invest approximately EUR 10 million in Sileon. The investment will be funded through the partial monetization of DDM’s existing debt exposure to Omnio.. This investment is intended to be completed immediately following the RTO and may be carried out either via a directed share issue or, subject to mutual agreement, through a rights issue underwritten by DDM, also at SEK 15.0 per share.

“Our continued commitment to Omnio and this transaction reflects our conviction in the combined potential of Omnio and Sileon. We believe this merger brings together two highly complementary platforms—Omnio’s robust Banking-as-a-Service infrastructure and Sileon’s agile BNPL product—and creates a powerful fintech entity with the scale, reach, and innovation capability to lead in the European market,” says Jorgen Durban, Chairman at DDM.

Strategic rationale

DDM views the combination of Omnio and Sileon as a compelling strategic fit. Omnio’s established position in the UK and Italian markets, along with major partnerships in the travel and postal sectors, and its leadership in the UK Credit Union segment, provide a solid foundation for scale and expansion.

Sileon’s BNPL solution brings a scalable, modular platform that complements Omnio’s offering, enabling the combined entity to deliver a broader, fully integrated product suite. The merged business is expected to deliver significant operational synergies, enhanced cross-sell opportunities, and is projected to reach profitability in 2026.

Transaction process

The LOI signed by the parties allows for a customary due diligence process, after which a definitive merger agreement may be entered into. The final agreement will be subject to several conditions, including approval by Sileon’s extraordinary general meeting, regulatory clearances, and approval by Nasdaq Stockholm for continued listing on the First North Growth Market.

A SEK 10 million convertible loan, expected to be entered into by Sileon with its largest shareholder, will bridge Sileon’s operational needs during the interim period. The loan, which DDM supports as part of the transaction framework, is expected to carry a conversion price aligned with the transaction terms (SEK 15.0 per share).

If the merger agreement is not signed by May 5, 2025, the LOI will terminate automatically.

DDM will remain an active and long-term partner to Omnio and the combined entity and looks forward to supporting its listing journey and future growth.

 

For further information, please contact:
Matthew Doerner
COO
DDM Debt AB (publ)
m.doerner@ddm-group.ch