ION Platform Finance US, Inc. and ION Platform Finance S.à r.l. announced today that they launched an exchange offer

NEW YORK and LUXEMBOURG, Sept. 18, 2025 /PRNewswire/ –

ION Platform Finance US, Inc. and ION Platform Finance S.à r.l. (collectively, the “New Issuers“) announced today that they launched an offer to eligible holders to exchange (the “Exchange Offer“), upon the terms and subject to the conditions set forth in the exchange offer and consent solicitation memorandum dated as of the date hereof (the “Exchange Offer and Consent Solicitation Memorandum“), the outstanding notes issued by the Existing Issuers listed in the table below (the “Existing Notes“) for exchange notes to be issued jointly and severally by the New Issuers as co-issuers (the “Exchange Notes“), which constitute the corresponding exchange offer participation consideration (the “Exchange Offer Consideration“), each set forth in the table below.

In conjunction with the Exchange Offer, and on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, ION Trading Technologies S.à r.l., Helios Software Holdings, Inc, ION Corporate Solutions Finance S.à r.l., Acuris Finance US, Inc, and Acuris Finance S.à r.l. (collectively, the “Existing Issuers“) announced today that they launched a consent solicitation (the “Consent Solicitation“) from eligible holders (the “Consent“) to the matters and proposed amendments of certain provisions of the indentures governing the Existing Notes as set out in the Exchange Offer and Consent Solicitation Memorandum (the “Proposed Amendments“), in exchange for a cash consideration as set forth in the table below (the “Consent Payment“) under the terms and conditions as set out in the Exchange Offer and Consent Solicitation Memorandum. For the avoidance of doubt, eligible holders who validly participate in the Exchange Offer but do not provide their Consent by the Consent Expiration Time (as defined below) will not be eligible to receive the Consent Payment. Each of the Existing Notes is referred to as a “series” of Existing Notes.

Terms and expressions used but not defined herein shall have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum.

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1. No representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code identifiers listed in the Exchange Offer and Consent Solicitation Memorandum or printed on the Existing Notes. Such CUSIP, ISIN or Common Code identifiers are provided solely for the convenience of the eligible holders.
2. For each $1,000 or €1,000 (as applicable) in principal amount of the respective series of Existing Notes.
3. Participating eligible holders will be eligible to receive:
     a.both the Consent Payment and the Exchange Offer Consideration if:
          i. they participate in the Exchange Offer and the Consent Solicitation by the Consent Expiration Time by delivering a Consent & Exchange Instruction; or
          ii. they participate in the Consent Solicitation by the Consent Expiration Time by delivering a Consent-Only Instruction and subsequently  participate in the Exchange Offer by delivering an Exchange-Only Instruction in the period starting one business day after the Consent Expiration Time (as defined below) and ending at the Exchange Expiration Time (as defined below).
     b. only the Consent Payment if they only participate in the Consent Solicitation by delivering a Consent-Only Instruction by the Consent Expiration Time, but do not participate in the Exchange Offer;
     c. only the Exchange Offer Consideration if they only participate in the Exchange Offer by delivering an Exchange-Only Instruction by the Exchange Expiration Time, but do not participate in the Consent Solicitation by the Consent Expiration Time.

Each of the Exchange Offer and the Consent Solicitation is subject to certain terms and conditions as set out in the Exchange Offer and Consent Solicitation Memorandum. The obligations of the New Issuers to accept for exchange the Existing Notes validly tendered in the Exchange Offer and deliver the Exchange Offer Consideration, as well as the obligations of the Existing Issuers to deliver the Consent Payment, are subject to, and conditioned upon, among other things: (i) the valid delivery of Consents by the Consent Expiration Time representing not less than a majority in aggregate principal amount outstanding of each series of Existing Notes in the Consent Solicitation, (ii) the effectiveness of the Existing Notes Amendments Documentation (as defined in the Exchange Offer and Consent Solicitation Memorandum) effecting the Majority Proposed Amendments or the Supermajority Proposed Amendments, as applicable, for each series of Existing Notes, including one or more supplemental indentures, (iii) the consummation of the Group Refinancing on or prior to the Early Settlement Date (if elected) or the Final Settlement Date, (iv) the consummation of the Exchange Offer (which is a condition to the Consent Solicitation) and the consummation of the Consent Solicitation (which is a condition to the Exchange Offer), and (v) certain other conditions described in the Exchange Offer and Consent Solicitation Memorandum. The New Issuers and the Existing Issuers reserve the right, in their sole discretion, to amend or waive certain of the conditions to the Exchange Offer and/or Consent Solicitation or extend or terminate the Exchange Offer and/or Consent Solicitation at any time. Any such details will be announced as provided in the Exchange Offer and Consent Solicitation Memorandum as soon as reasonably practicable after the relevant decision is made.

Certain holders of Existing Notes (the “Supporting Holders“) of representing approximately 58% in aggregate principal amount outstanding of Existing Notes and over 50% in aggregate principal amount outstanding of each series of Existing Notes (except for one series, for which the Supporting Holders represent less than a majority in aggregate principal amount), have agreed, among other things and subject to the terms and conditions set forth in the Exchange Offer and Consent Solicitation Memorandum and in the relevant support agreement, to tender their Existing Notes in the Exchange Offer and deliver their Consents in the Consent Solicitation prior to the Consent Expiration Time in exchange for a fee payable in cash subject to the consummation of the Exchange Offer and the Consent Solicitation, in addition to the Consent Payment and the Exchange Offer Consideration. If we do not receive consents from a majority in principal amount outstanding of each series of Existing Notes on or prior to the Consent Expiration Time, the Existing Issuers or their affiliates expect to engage in open market purchases, other transactions or partially or fully redeem the applicable series of Existing Notes for which the Majority Consents have not been obtained, in an amount sufficient to obtain Majority Consents across all outstanding series of Existing Notes.

Timetable for the Consent Solicitation and the Exchange Offer

The Consent Solicitation will expire at 5:00 p.m., New York City time, on September 25, 2025, unless extended or earlier terminated by the Existing Issuers in their sole discretion (such date and time, as it may be extended, the “Consent Expiration Time“).

The Existing Issuers and the New Issuers, respectively, reserve the right but are under no obligation, if the conditions to the Exchange Offer and the Consent Solicitation have been met (or waived), at any time following the Consent Expiration Time and before the Exchange Expiration Time (such time, the “Early Settlement Date“) to accept Consents validly delivered on or prior to the Consent Expiration Time and Existing Notes validly tendered for exchange prior to the Consent Expiration Time. An Early Settlement Date will be established at the option of the Existing Issuers and the New Issuers by publishing an announcement through the Clearing Systems and on the Offer Website two business days before the Early Settlement Date. The Early Settlement Date is currently expected to be on or about October 7, 2025.

The Exchange Offer will expire at 5:00 p.m., New York City time, on October 16, 2025, unless extended or earlier terminated by the New Issuers in their sole discretion (such date and time, as it may be extended, the “Exchange Expiration Time“).

Eligible holders may participate in the Exchange Offer only by tendering all of their Existing Notes and may participate in the Consent Solicitation only by delivering Consents in respect of all of their Existing Notes. Once an eligible holder submits an Instruction in the Exchange Offer or the Consent Solicitation, such Instruction may not be withdrawn, except in the limited circumstances described in the Exchange Offer and Consent Solicitation Memorandum.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Existing Notes when such intermediary would need to receive instructions from an eligible holder in order for such eligible holder to participate in, or to validly revoke their instruction to participate in, the Exchange Offer and the Consent Solicitation by the deadlines and under the terms and conditions specified in the Exchange Offer and Consent Solicitation Memorandum. The deadlines set by any such intermediary, Euroclear Bank SA/NV, Clearstream Banking, S.A, or The Depository Trust Company for the submission and (where permitted) revocation of instructions may be earlier than the deadlines specified in the Exchange Offer and Consent Solicitation Memorandum.

The Exchange Offer and Consent Solicitation

The Exchange Offer and the Consent Solicitation are separate processes and are being made solely on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum. The Existing Issuers or the New Issuers, as applicable, may, in their sole discretion, terminate, extend, waive or amend the Exchange Offer and/or the Consent Solicitation at any time as described in the Exchange Offer and Consent Solicitation Memorandum.

Eligible holders are urged to review the Exchange Offer and Consent Solicitation Memorandum for the terms and the procedures to tender their Existing Notes in the Exchange Offer and/or Consent to the Proposed Amendments. Before making a decision with respect to the Exchange Offer and Consent Solicitation, eligible holders should carefully consider all of the information in the Exchange Offer and Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled “Risk Factors” and the terms described in the sections entitled “The Exchange Offer and the Consent Solicitation” and “Description of the Exchange Notes.” Any persons with questions regarding the Exchange Offer and Consent Solicitation should contact the Exchange and Information Agent using the contact details below.

Each eligible holder must make its own decision as to whether or not to tender their Existing Notes in the Exchange Offer and/or to Consent to the Proposed Amendments. If any eligible holder is in any doubt as to the action it should take, it is recommended to seek independent advice from its appropriately authorized accountant, financial advisor, tax advisor or legal advisor immediately.

Exchange and Information Agent

Kroll Issuer Services Limited
The News Building
3 London Bridge
London SE1 9SG
United Kingdom Telephone: +44 (0) 20 7704 0880
Attention: Scott Boswell / Owen Morris
Email: [email protected]
Offer Website: https://deals.is.kroll.com/ion

Disclaimer

Under no circumstances shall this announcement or the Exchange Offer and Consent Solicitation Memorandum constitute an offer to buy, an offer of, or a solicitation of an offer to sell, securities in any jurisdiction.

The securities referenced in this announcement and the Exchange Offer and Consent Solicitation Memorandum may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from or in a transaction not subject to the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this announcement and the Exchange Offer and Consent Solicitation Memorandum are not, and will not be, registered in the United States.

The Exchange Offer and Consent Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

The making of the Exchange Offer and the Consent Solicitation may be restricted by law in some jurisdictions. Persons into whose possession the Exchange Offer and Consent Solicitation Memorandum comes must inform themselves about and observe these restrictions. The Exchange Offer and the Consent Solicitation are not being made to, and no consents are being solicited from, holders or beneficial owners of the Existing Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such consents. However, the Issuers may, in their sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Solicitation to, and solicit consents from, persons in such jurisdiction.

The Exchange Offer, the Consent Solicitation and the Exchange Offer and Consent Solicitation Memorandum are available only to investors who are either (1) Qualified Institutional Buyers (“QIBs”) within the meaning of Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or (2) investors other than U.S. persons (as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act) outside the United States, and, if such investors are located in the European Economic Area, are not “retail investors” (as defined in the Exchange Offer and Consent Solicitation Memorandum) or, if such investors are located in the United Kingdom, are not “retail investors” (as defined in the Exchange Offer and Consent Solicitation Memorandum) and are “relevant persons” (as defined herein).

The Exchange Offer and Consent Solicitation Memorandum has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order“)), (ii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA“)) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons“). The Exchange Offer and Consent Solicitation Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Exchange Offer and Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Exchange Offer and Consent Solicitation Memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other person. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.

The information contained in this announcement and the Exchange Offer and Consent Solicitation Memorandum is based upon information provided by the Issuers. None of the Exchange and Information Agent, the Trustee, the Agents, the Dealer Managers or any of their respective subsidiaries or any person who controls, or is a director, officer, employee or agent of any such persons have independently verified, and none of them make any representation or warranty, express or implied, or assume any responsibility as to, the accuracy or adequacy of the information contained in this announcement, the Exchange Offer and Consent Solicitation Memorandum or any document prepared in connection with the Exchange Offer and the Consent Solicitation or for any failure by the Issuers to disclose events or circumstances which may have occurred or may affect the significance or accuracy of any such information. No person has been authorized to give any information or make any representations other than those contained in the Exchange Offer and Consent Solicitation Memorandum. If given or made, such information or representations must not be relied upon as having been authorized by the Issuers, the Trustee, the Exchange and Information Agent, the Agents, the Dealer Managers or any other person.

This announcement and the Exchange Offer and Consent Solicitation Memorandum may include forward-looking statements. Words such as “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions may identify forward-looking information or statements. All statements, other than statements of historical fact, included in this announcement and the Exchange Offer and Consent Solicitation regarding the financial condition of the Issuers or regarding future events or prospects are forward- looking statements. The Issuers have based these forward-looking statements on management’s current view with respect to future events and financial performance. These views reflect the best judgment of the Issuers’ management but involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance or achievements. There is no intention to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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SOURCE ION Platform Finance US, Inc.