Glass Lewis backs WonderFi-Robinhood deal, recommends FOR vote

Glass Lewis & Co. has recommended that WonderFi Technologies Inc. (TSX: WNDR) shareholders vote in favor of the proposed acquisition by Robinhood Markets Inc. (NASDAQ: HOOD), according to a company statement.

The proxy advisory firm joins Institutional Shareholder Services in supporting the statutory plan of arrangement under which Wrangler Holdings Inc., a wholly-owned subsidiary of Robinhood, will acquire all outstanding WonderFi shares for C$0.36 per share.

The arrangement requires approval from WonderFi shareholders at a special meeting scheduled for July 17, 2025. The proxy voting deadline is July 15, 2025 at 10:00 a.m. Toronto time.

WonderFi's board of directors, with two interested directors abstaining, has unanimously recommended shareholders vote for the arrangement. The recommendation was based partly on input from a special committee and fairness opinions from Origin Merchant Partners and Canaccord Genuity Corp.

Under the deal terms, holders of broker warrants will receive a cash amount per warrant equal to the Black-Scholes value calculated as of the business day prior to closing.

WonderFi operates centralized and decentralized financial services platforms and reports over $1.7 billion in client assets under custody. The company owns brands including Bitbuy, Coinsquare, SmartPay, and Bitcoin.ca.

The meeting will be held virtually via audio webcast. Morrow Sodali (Canada) Ltd. is serving as WonderFi's proxy solicitation agent for the transaction.

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