v3.26.1
Acquisitions And Dispositions
 9 Months Ended
Mar. 31, 2026
Acquisitions And Dispositions [Abstract]  
Acquisitions And Dispositions
2.
Acquisitions
and Dispositions
Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the
year ended
June 30,
2025, for
additional information
regarding the
acquisition of
Recharger Proprietary
Limited (“Recharger”)
and
the proposed acquisition of Bank Zero Mutual Bank (“Bank Zero”) (which transaction
remains conditional).
The cash
paid, net
of cash
received related
to the
Company’s
acquisitions during
the three
and nine
months ended
March 31,
2026, is summarized in the table below:
Three months ended March 31,
Nine months ended March 31,
2026
2025
2026
2025
Total cash paid
$
12,944
$
10,769
$
13,294
$
24,161
Less: cash acquired
2,172
1,772
2,177
11,207
Total cash paid, net
of cash received
$
10,772
$
8,997
$
11,117
$
12,954
2026 Proposed acquisitions of Bank Zero
On
June
26,
2025,
Lesaka
Technologies
Proprietary
Limited
(“Lesaka
SA”)
entered
into
a
Transaction
Implementation
Agreement (the
“Transaction
Implementation Agreement”)
with Zero
Research Proprietary
Limited (“Zero
Research”), Bank
Zero,
and other parties identified in Annexure
A to the Transaction Implementation
Agreement (being all of the shareholders of Bank
Zero
save
for
Zero
Research
and
Naught
Holdings
Ltd,
the
“Bank
Zero
Sellers”),
the
parties
listed
in
Annexure
B
to
the
Transaction
Implementation Agreement (being all
of the shareholders
of Zero Research
save for Naught
Holdings Ltd, the
“Zero Research Sellers”)
and Naught Holdings Ltd.
The Company incurred transaction-related expenditures of $
0.1
million and $
0.3
million during the three and nine months
ended
March 31, 2026,
respectively, related
to the proposed
acquisition of Bank
Zero. The Company’s
accruals presented in
Note 10 of
as
March
31, 2026,
includes
an accrual
of transaction
related expenditures
of $
0.3
million and
the Company
expects
to incur
further
transaction costs of $
0.2
million during the 2026 fiscal year.
2026 Acquisitions
Atom Operations Proprietary Limited
On November
10, 2025,
the Company,
through its
wholly
owned
subsidiary,
Prism Holdings
Proprietary
Limited
(“Prism”),
entered
into
a
Sale
of
Shares
Agreement
(the
“Atom
Purchase
Agreement”)
with
Gravaton
Investments
Proprietary
Limited
(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms
and conditions, Prism agreed to
acquire, and Gravaton agreed
to sell, all of
the outstanding equity interests
in Atom for a
total purchase
consideration of $
0.7
million which comprised
of $
0.4
million (ZAR
6.0
million, translated at
December 1, 2025
exchange rates)
in
cash and
76,716
shares of the Company’s
shares of common stock (which
had an aggregate value
of $
0.3
million (
76,716
multiplied
by
$
3.95
)
on closing).
The transaction
closed
on December
1, 2025.
The Company
did not
incur
any
significant
transaction
costs
related to this acquisition.
Mobilemart Proprietary Limited
On
January
30,
2026,
the
Company,
through
Prism,
entered
into
a
Sale
of
Shares
Agreement
(the
“Mobilemart
Purchase
Agreement”) with BASA
Ventures
Proprietary Limited (“BASA”) and
Mobilemart Proprietary Limited
(“Mobilemart”). Pursuant to
the Mobilemart Purchase Agreement and subject to its terms and conditions, Prism
agreed to acquire, and BASA agreed to sell, all of
the
outstanding
equity
interests
in
Mobilemart
for
a
total
purchase
consideration
of
$
2.5
million
(ZAR
40.0
million,
translated
at
February 6,
2026 exchange
rates) in
cash. The
transaction closed
on February
6, 2026.
The Company
did not
incur any
significant
transaction costs related to this acquisition.
These acquisitions were allocated to our Enterprise operating segment.
2025 Acquisitions
On November 19,
2024, the Company,
through Lesaka SA,
entered into a
Sale of Shares Agreement
(the “Recharger Purchase
Agreement”) with
Imtiaz Dhooma
(Recharger’s
former chief
executive officer)
and Ninety
Nine Proprietary
Limited (“the
Seller”).
Pursuant to
the Recharger
Purchase Agreement
and subject to
its terms and
conditions, Lesaka
SA agreed to
acquire, and
the Seller
agreed to sell, all of the outstanding equity interests in Recharger.
The transaction closed on March 3, 2025.
2.
Acquisitions and Dispositions (continued)
The transaction consideration per
the Recharger Purchase Agreement
was settled in two tranches.
The second and final tranche
was settled
on March
3, 2026,
and comprised
a contractual
cash payment
of ZAR
175.0
million ($
10.4
million) and
the delivery
of
shares of Lesaka’s common
stock with a contractual value of ZAR
75.0
million ($
4.6
million).
The Company
previously recorded
the stock-based
compensation charge
related to
the cash-settled
awards in
other payables.
The Company
recorded a
fair value
loss of $
0.4
million during
the three and
nine months ended
March 31,
2026, under
the caption
change
in
fair value
of equity
securities
in
the unaudited
condensed
consolidated
statement
of operations.
The fair
value
loss was
calculated
as
the
difference
between
the
fair
value
of
the
shares
of
common
stock
transferred
on
March
3,
2026,
and
the
amount
recorded
in
other
payables
as
of
June
30,
2025.
The
1,017,914
shares
of
common
stock
to
be
provided
was
calculated
using
the
contractual
value
of
ZAR
75.0
million
divided
by
the
volume-weighted
average
price
of
the
Company’s
common
shares
on
the
Johannesburg Stock Exchange for the three-month period prior to February 24, 2026. The fair value of the shares of common stock in
U.S. dollars was
calculated using
the shares issued
multiplied by the
Company’s closing
price on the
Johannesburg Stock
Exchange
on March 3, 2026, of ZAR
75.37
, and translated to U.S. dollars at the exchange rate of $1: ZAR
16.35
.
Lesaka SA delivered the
1,017,914
shares of the Company’s common stock from a pool of shares it purchased in October 2024,
and the Company recognized
a loss in
additional paid-in-capital of $
0.1
million related to
the difference between in the
value on March
3, 2026, and the price paid per share in October 2024.
The
Company
completed
the
purchase
price
allocation
related
to
the
Recharger
acquisition
during
the
three
months
ended
September 30,
2025. There
were no
changes to
the Recharger
preliminary purchase
price allocation
as of
June 30,
2025. The
final
purchase
price
allocation
related
to
the
Recharger
acquisition,
translated
at
the
foreign
exchange
rates
applicable
on
the
date
of
acquisition, is provided in the table below:
Final purchase price allocation
Recharger
Cash and cash equivalents
$
1,720
Accounts receivable
17
Inventory
194
Property, plant and equipment
39
Operating lease right of use asset
401
Goodwill
3,614
Intangible assets
16,171
Deferred income taxes assets
81
Accounts payable
(149)
Other payables
(1,439)
Operating lease liability - current
(185)
Income taxes payable
(4)
Deferred income taxes liabilities
(4,366)
Operating lease liability - long-term
(269)
Fair value of assets and liabilities on acquisition
$
15,825
Transaction costs and certain compensation
costs
The Company
did not incur
any transaction
costs related to
the Bank Zero
acquisition during
the three
and nine
months ended
March
31,
2025.
The
table
below
presents
transaction
costs
incurred
related
to
the
acquisition
of
Adumo
and
Recharger,
and
the
proposed acquisition of Bank Zero,
as well as
certain post-combination compensation costs expensed during
the three and nine
months
ended March 31, 2026 and 2025:
Three months ended
March 31,
Nine months ended
March 31,
2026
2025
2026
2025
Bank Zero transaction costs
$
144
$
-
$
270
$
-
Adumo transaction costs
-
-
3
1,702
Recharger transaction costs
-
92
12
342
Recharger post-combination services expensed
-
1,130
-
1,130
Total
$
144
$
1,222
$
285
$
3,174
2.
Acquisitions and Dispositions (continued)
2025 Acquisitions (continued)
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the acquisitions of Atom and Mobilemart because the effect of these
acquisitions,
individually
and
in
aggregate,
are
not
material
to
the
Company.
Since
the
closing
of
these
acquisitions,
they
have
contributed revenue and net income of $
4.30
million and $
(0.13)
million, respectively, for
the nine months ended March 31, 2026.
Dispositions
2026
Dispositions
December 2025 disposal of Humble
On
December
1,
2025,
Adumo
(RF)
Proprietary
Limited,
a wholly
-owned
subsidiary
of the
Company,
disposed
of its
entire
investment in
Humble Software
Proprietary Limited
(“Humble”) and
received
306,767
shares of
the Company’s
common stock
as
consideration. The fair value of these
306,767
shares of the Company’s common stock on December 1, 2025, was $
1.2
million. These
shares have
been included in
the Company’s
treasury shares.
The table below
presents the impact
of the deconsolidation
of Humble
and the calculation of the net loss recognized on deconsolidation:
Deconsolidation of Humble
Humble
Fair value of consideration received
$
1,211
Add carrying value of noncontrolling interest on deconsolidation
47
Less: carrying value of Humble, comprising
1,988
Cash and cash equivalents
162
Accounts receivable, net
26
Inventory
10
Property, plant and equipment,
net
1
Goodwill
1,515
Intangible assets, net
63
Deferred income taxes assets
300
Accounts payable
(4)
Other payables
(58)
Income taxes payable
(1)
Released from accumulated other comprehensive income – foreign
currency translation reserve
(26)
Loss recognized on disposal, before transaction costs
(730)
Loss recognized on disposal, before tax
(730)
Taxes related to gain
recognized on disposal
-
Tax benefit related
to loss recognized on disposal
(1)
-
Release of valuation allowance
(1)
-
Loss recognized on disposal, after tax
$
(730)
(1)The Company incurred a capital loss of $
0.04
million. The Company recorded a valuation allowance of $
0.04
million related
to the capital loss generated.