Helios Bids $297M for CAB Payments, Board Cries Foul in Takeover Battle

TORONTO, ON – March 02, 2026 – Helios Fairfax Partners Corporation (TSX: HFPC.U) has confirmed its role in a formal cash offer to acquire London-listed CAB Payments Holdings plc, a specialist in emerging market payment solutions. The bid, made by the Helios Consortium, values the fintech firm at approximately USD 297 million, but has been immediately met with resistance from a defiant board that labels the move "highly opportunistic."

The offer proposes USD 1.15 in cash for each CAB Payments share not already controlled by Helios Fund III, a member of the consortium which holds a substantial 45.11% stake. The move, which follows weeks of speculation after initial approaches in February, sets the stage for a contentious battle over the future of a company that has experienced both a spectacular stock market debut and a subsequent dramatic collapse.

A Contentious Bid

The terms laid out by the Helios Consortium present a choice for CAB Payments shareholders. The primary offer is a cash payment of USD 1.15 per share, which the consortium notes is a 23% premium to the 30-day volume-weighted average price before its interest was first announced. As a partial alternative, eligible shareholders can elect to receive unlisted, non-voting shares in Mara BidCo, the special purpose vehicle created for the acquisition. This "rollover" option is capped and comes with significant restrictions, including a three-year lock-up period, making the shares highly illiquid.

However, the independent board of CAB Payments has unequivocally rejected the proposal, advising shareholders to take no action. In a strongly worded response, the board stated the offer "fundamentally undervalues" the company and its future prospects. They argue that the bid fails to recognize the company's recent turnaround and improving performance, which was detailed in a positive trading update on January 15, 2026. According to the board, the offer represents only an 18% premium to the closing price before the initial approach, a figure they deem insufficient for a company on an upward trajectory.

This valuation dispute lies at the heart of the conflict. While the offer provides a premium over the stock's recent depressed levels, it is a world away from the company's July 2023 IPO valuation of £851 million. The board, having consulted with a significant number of its larger shareholders, appears confident that its new strategy will deliver more value than the consortium's bid.

From IPO Collapse to Strategic Reset

To understand the board's position, one must look at CAB Payments' turbulent history on the public market. After a high-profile IPO on the London Stock Exchange in July 2023, the company's fortunes took a drastic turn. Just three months later, in October 2023, a sudden profit warning related to changing central bank policies and market conditions in key currency corridors, notably Nigeria, sent its share price plummeting by 74% in a single day.

The fallout was severe, prompting a comprehensive overhaul. CAB Payments initiated a significant "reset," installing a new CEO, CFO, COO, and other key executives. A new corporate strategy was implemented to diversify its revenue streams across different geographies, clients, and products, aiming to stabilize income and reduce the volatility that had spooked investors. This included a painful but necessary 20% reduction in its workforce to increase operational leverage.

Signs of a recovery emerged in early 2026. The company announced it expected to deliver a stronger-than-expected performance for the full year 2025, with total income forecast at approximately £119 million, well ahead of market consensus. This glimmer of hope is the foundation of the board's argument that Helios is attempting to seize the company just as its turnaround strategy begins to bear fruit.

The Consortium's Case for Private Ownership

The Helios Consortium, led by Africa-focused private equity firm Helios Investment Partners, presents a starkly different narrative. Having been an investor in CAB Payments since 2016, the consortium argues that the company's strategic challenges are profound and best addressed away from the glare and pressures of the public markets.

In its rationale, the consortium points to the rapid evolution of the cross-border payments landscape, citing increased competition from well-capitalized rivals and the disruptive potential of stablecoin-based payment systems. They highlight CAB Payments' deteriorating financial performance since its IPO, noting that its 2024 adjusted EBITDA of £31 million was a 50% shortfall from what analysts had initially forecast. They argue that the market's expectations for 2025 and 2026 are now significantly below previous hopes, justifying their valuation.

The consortium believes that taking the company private is the only viable path to executing the necessary transformation. Supported by its deep sector expertise and long-term capital, Helios argues it can guide CAB Payments through its next phase of growth, solidifying its role in providing crucial financial infrastructure to emerging markets, particularly in Africa. For Helios Fairfax, which has committed up to USD 75 million to the deal via a bridge facility, the acquisition represents a chance to double down on a key African-focused financial technology asset.

Navigating a Path to Control

Despite the board's rejection, the Helios Consortium holds a powerful position. Including its existing stake and letters of intent from other shareholders, the consortium has already secured support for approximately 52.7% of CAB Payments' shares. This simple majority gives it significant leverage, but it is not yet a guaranteed victory.

The offer is conditional on reaching an acceptance threshold of 75% of voting rights, a common requirement that would allow the consortium to delist the company from the London Stock Exchange and re-register it as a private entity. Failing to reach this threshold could leave CAB Payments in a difficult position: publicly listed but with a dominant, controlling shareholder in Helios.

The situation is further complicated by the ghost of a past suitor. In late 2024, StoneX Group Inc. explored a potential offer at a significantly higher price of £1.45 per share before ultimately walking away. Helios has cited this failed bid as another sign of the company's instability in the public markets.

For now, the fate of CAB Payments hangs in the balance. The coming weeks will determine whether the Helios Consortium can persuade enough of the remaining shareholders to accept its cash offer, or if the independent board's vision of a public market recovery will prevail.