Strive acquires Semler Scientific — Is It a BUY?

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Strive acquires Semler

On Monday, Strive rewrote the Bitcoin treasury playbook.

The Vivek Ramaswamy-led asset manager deployed its 4.12x mNAV as acquisition currency, paying 210% for Semler Scientific in an all-stock deal. 

Issuing shares trading at 400% of NAV to acquire assets at 200% of NAV means the arbitrage is mechanical. Basically, the combined entity gets 10,900 Bitcoin and an instant pass to the top 15 through a clever batch of financial engineering rather than cash deployment. 

We are now witnessing the birth of a new scheme that could trigger the largest consolidation wave in corporate Bitcoin history. 

Track every corporate Bitcoin move in real time: BitcoinTreasuries.net

A 48% discount

The mechanics of the deal are pretty straightforward: Strive’s $3 billion market cap supports 5,885 Bitcoin, with each of those coins implicitly valued at about $510,000 by equity investors. By issuing 21.05 shares for each Semler stock, Strive deploys virtually overvalued paper to acquire undervalued Bitcoin. 

In essence, the company issues $1.2 billion in stock value to acquire Semler’s $565 million in Bitcoin, while also receiving its diagnostic business. 

But Strive’s 4.12x mNAV means that $1.2 billion in equity represents only $291 million in underlying Bitcoin value. They’re acquiring $565 million of Bitcoin for an implied $291 million — a 48% discount despite paying a 210% premium. 

Explore our live mNAV tracker to see which companies are trading below NAV.

Because Strive’s equity trades far above the value of its Bitcoin, it can use its stock as currency to acquire cheaper Bitcoin. As long as investors keep valuing Strive stock at a big premium, every deal like this creates BItcoin per share instead of diluting it. 

Moreover, the preferred equity only leverage model eliminates refinancing risk. Unlike MicroStrategy’s convertible maturities, Strive promises perpetual capital without debt cliffs.

Roll up targets, issue preferred against combined holdings, deploy proceeds for more Bitcoin. The model self-reinforces, but only as long as premium valuations persist.

Premium dispersion

Another way this strategy works is through premium dispersion. 

For instance, Strive at 4.12x mNAV can acquire European treasuries trading at 0.5x NAV while remaining massively accretive. With 184 public companies holding Bitcoin at valuations ranging from 0.38x to 4x NAV, the arbitrage multiplies across targets.

See the full list of 180+ public Bitcoin treasuries and their mNAVs.

Market depth also provides ammunition. Five years ago, MicroStrategy stood alone, whereas today, dozens of companies hold 1,000 to 10,000 BTC at various valuations. 

This fragmentation creates consolidation opportunities that didn't exist during the early accumulation phase. Capital markets infrastructure supports execution. Preferred equity markets, validated by MicroStrategy's multi-billion raises, provide post-merger funding. 

Europe’s discounts

European mispricing creates immediate targets. 

Sequans Communications holds about $389 million in Bitcoin but the firm trades at a $284 million market cap. That gives it an mNAV of 0.38x. Germany’s Bitcoin Group SE has around $437 million in Bitcoin, with a $208 million market cap at 0.56x mNAV. 

These aren’t distressed assets, however. They’re profitable businesses in countries and markets that are ignoring their Bitcoin holdings. 

An acquirer at 3x mNAV could pay 100% premiums for these targets and still remain accretive. For example, Strive could theoretically acquire Sequan’s $389 million in Bitcoin by issuing $200 million worth of inflated stock. 

The arbitrage appears structural rather than temporary.

Smaller U.S. targets present different dynamics. Companies holding 500 to 2,000 BTC at 0.8 to 1.5x NAV offer bite-sized consolidation plays. Ten acquisitions of $50-100 million create billion-dollar treasuries from a standing start. 

The fragmentation enables rapid scaling through serial acquisition.

Game theory

Game theory suggests rapid consolidation once proven. 

The first successful deal validates the model. Targets then start to reprice in anticipation of an acquisition. Meanwhile, acquirers face pressure to move before premiums compress.

Within 18 months, five to ten entities could control a vast swathe of corporate Bitcoin.

Don’t wait for the premiums to compress: Track live mNAV premiums and potential roll-up targets before the next wave of consolidation begins.

For firms interested, the efficiency gains are obvious: superior capital markets access, simplified investor choice, and the potential for inclusion into different indexes. 

But concentration does create systemic risk. When five companies control 2 million Bitcoin, their capital allocation decisions move global markets. 

Targets, meanwhile, have limited defense strategies. Special dividends or stock buybacks provide temporary relief but don’t solve structural discounts. Basically, the only sustainable defense is achieving premium valuations independently. That’s not easy, however. 

Timing also matters. It’s important for firms to position themselves before institutional arbitrageurs recognize the opportunity and pounce. First movers will be able to capture the spread between current discounts and acquisition premiums. 

Ultimately, the Strive-Semler transaction establishes a template for industry transformation. Premium equity becomes discounted Bitcoin through financial engineering. 

In the end, consolidation isn't speculative — it's structural.

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Special thanks to our partners:

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