Galaxy Digital’s $1.2 Billion Acquisition of BitGo

Torys LLP is representing Citigroup as the financial advisor to Galaxy Digital, while Davis Polk is advising Galaxy Digital Holdings Ltd.

Galaxy Digital Holdings Ltd. agreed to acquire BitGo. The acquisition will position Galaxy Digital as a leading global full-service platform for institutions seeking access to the crypto economy, offering an unparalleled breadth of industry-leading products and services at scale.

Under the terms of the merger agreement, which has been approved by the boards of directors of both Galaxy Digital and BitGo, the consideration to BitGo shareholders will consist of 33.8 million of newly issued shares of Galaxy Digital common stock and US$265 million in cash, subject to certain adjustments and deferred purchase considerations, implying an aggregate transaction value of approximately US$1.2 billion based on Galaxy Digital’s closing share price on May 4, 2021. BitGo shareholders will own approximately 10% of the pro forma company.

The acquisition is expected to close in the fourth quarter of 2021, subject to approval by Galaxy Digital’s shareholders of the domestication of Galaxy Digital as a Delaware corporation and the internal restructuring described below, as well as certain related matters and other acquisition-related closing conditions and regulatory approvals.

Galaxy Digital is a diversified financial services and investment management company in the digital asset, cryptocurrency, and blockchain technology sectors.

BitGo is the leader in digital asset financial services, providing institutional investors with liquidity, custody, and security solutions.

The Torys’ team was led by John Emanoilidis (Picture).

Davis Polk is advising Galaxy Digital Holdings Ltd. with partner Evan Rosen and associate Michael Senders. The capital markets team includes partner Joseph A. Hall and associate Dan Gibbons. Partners Michael Mollerus and Patrick E. Sigmon are providing tax advice. Partners Jai R. Massari and Zachary J. Zweihorn are providing crypto regulatory advice. Partner Gregory S. Rowland is providing crypto asset management advice. Partner Adam Kaminsky is providing executive compensation advice. Partner Pritesh P. Shah is providing intellectual property advice.

Involved fees earner: Dan Gibbons – Davis Polk & Wardwell; Joseph Hall – Davis Polk & Wardwell; Adam Kaminsky – Davis Polk & Wardwell; Jai Massari – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Evan Rosen – Davis Polk & Wardwell; Gregory Rowland – Davis Polk & Wardwell; Michael Senders – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; Zachary Zweihorn – Davis Polk & Wardwell; John Emanoilidis – Torys LLP;

Law Firms: Davis Polk & Wardwell; Torys LLP;

Clients: Citigroup Global Markets Ltd; Galaxy Digital;

Author: Martina Bellini