Omnio signs Letter of Intent with Sileon for reverse takeover to accelerate growth and create a leading Banking-as-a-Service platform

Luxembourg, 31st March 2025 – Omnione SA (“Omnio”), a Luxembourg-based Banking-as-a-Service (BaaS) provider, has entered into a Letter of Intent (LOI) with Sileon AB (publ) (“Sileon”), a Swedish-listed fintech company, regarding a proposed reverse takeover (RTO). The purpose of the transaction is to enable Omnio to achieve a public listing and combine its platform with Sileon’s BNPL (Buy Now, Pay Later) capabilities, creating a powerful and scalable fintech player with a pan-European reach.

Under the terms of the LOI, Sileon will acquire all shares in Omnio through a non-cash share issue, resulting in Omnio’s shareholders owning approximately 95% of the combined company post-transaction. This implies an indicative valuation of EUR 95 million for Omnio, and EUR 5 million for Sileon, corresponding to a share subscription price of SEK 15.0 per new Sileon share.

To support the transaction, Omnio’s principal shareholder, DDM Debt AB (publ) (“DDM”), has committed to invest EUR 10 million into the combined entity, using proceeds from a partial monetization of its debt position in Omnio. This investment will be made immediately following the completion of the RTO and may be carried out either via a directed share issue or, subject to agreement, a rights issue underwritten by DDM, at the same subscription price of SEK 15.0 per share.

“This proposed transaction marks a major milestone in Omnio’s growth journey. Combining our enterprise-grade BaaS platform with Sileon’s agile and innovative BNPL technology creates a unique value proposition for clients and accelerates our go-to-market strategy,” said Matthew Doerner, board member of Omnio. “We believe this will position us as a next-generation fintech infrastructure provider serving banks and non-bank institutions across Europe.”

Omnio at a glance

Omnio is a regulated Banking-as-a-Service provider, offering an integrated suite of core banking, payments, and customer engagement services. It operates primarily in the UK and Italy and has established significant commercial partnerships in the travel and postal sectors, including national providers in both countries. Omnio also leads the UK Credit Union market through its Sercle brand, serving more than 80 active Credit Union clients.

In 2024, Omnio generated EUR 6.5 million in revenue and reported an EBITDA of EUR -3.0 million, reflecting ongoing investment in its platform. The company currently employs 55 professionals and is projected to reach profitability in 2026.

Strategic rationale for the transaction

Omnio views this transaction as an opportunity to:

• Accelerate its public market entry without undergoing a traditional IPO process;
• Integrate Sileon’s BNPL technology, enabling a broader product suite for both existing and new clients;
• Benefit from operational synergies and a more efficient cost base;
• Enhance brand visibility and access to capital markets.

For Sileon, the combination provides access to Omnio’s established client base and regulatory infrastructure, enabling faster market penetration and stronger cross-sell potential.

Next steps

The LOI provides for a due diligence process, following which the parties may enter into a binding merger agreement. Completion of the transaction will be subject to standard conditions, including approval by Sileon’s extraordinary general meeting, regulatory approvals, and clearance from Nasdaq Stockholm for continued listing on the First North Growth Market.

If a definitive agreement is not signed by May 5, 2025, the LOI will terminate.

Omnio will continue working closely with DDM and Sileon to complete the transaction and looks forward to presenting its combined vision to shareholders and the broader market in due course.

For further information, please contact:
Investor Relations, Omnione SA, ir@omnio.global