The UK’s Supreme Court has rejected an appeal by JPMorgan (JPM) in its legal case against Viva Wallet in a move which could pave the way for WRL, a company owned by Viva founder and CEO Haris Karonis, to buy out the bank’s stake in the company.
In 2022, JPM acquired a 48.5% stake in Viva Wallet, one of Greece’s biggest fintech companies, while WRL held the remaining stake. At the time, the acquisition was celebrated as a triumph for Greece’s fledgling tech ecosystem, valuing Viva Wallet at more than $2bn.
Within a couple of years, the partnership had fallen apart, with both parties filing lawsuits against one another in 2024. In January this year, JPM launched suits in Greece and the UK, demanding €917m in damages for losses made on its 2022 investment before deciding to withdraw its legal action in the UK.
The crux of the legal tussle centres on a clause included in the terms of the deal that says WRL would lose its right to reject a JPM takeover offer if the business was valued below €5bn by July 30, 2025.
In legal proceedings last year, WRL’s Karonis accused JPM of blocking its growth in the US to depress Viva’s valuation; JPM asserted that WRL had taken business actions without shareholder approval.
The Supreme Court decision
The latest legal ruling focuses on JPMorgan’s application to appeal a so-called “one-shot rule”, which mandates it only had one opportunity to exercise its call option to acquire the remaining shares in the business. According to a document previously obtained by Sifted, it exercised that option in January 2024 (Sifted understands JPM maintains it has yet to exercise its option).
The UK Supreme Court has rejected JPM’s application to appeal the clause, according to the court’s log of proceedings.
The US investment bank previously petitioned the Court of Appeal on February 26 this year to appeal its decision on the “one shot” issue, arguing it was unfair because WRL rejected the exercise notice in February 2024 after it was sent the month prior. This appeal application was rejected a day later, according to a legal filing previously seen by Sifted.
According to a court document dated January 2025, if JPM served a notice and was rejected, the parties then proceed to the “next Option Exercise Date”. Sifted understands this would mean WRL is the only remaining party with the right to exercise its call option.
A spokesperson for WRL said: “It now remains for WRL to exercise its remaining call option to take full control of Viva.”
According to sources familiar with the matter, the court yesterday agreed to a hearing in Q4 this year on the issue of whether JPM has already exercised its call option.
If the court were to side with WRL on the one-shot issue, it would mean WRL would have the sole right to exercise an option to buy out JPM’s stake in Viva.
Earlier this year, Sifted reported Viva Wallet had filed an injunction against JPMorgan in an attempt to block the banking giant from pursuing any further lawsuits or takeover attempts.
Sifted approached JPMorgan for comment.
Read the orginal article: https://sifted.eu/articles/supreme-court-vivawallet/
