HONG KONG, Nov. 27, 2020 /PRNewswire/ -- AGBA Acquisition
Limited (NASDAQ: AGBA, AGBAU, AGBAW, AGBAR) ("AGBA"), a special
purpose acquisition company, announced today that it entered into a
non-binding term sheet (the "Term Sheet") for a business
combination with certain businesses that are currently part of
Convoy Global Holdings Limited ("Convoy" or the "Company"), a
Hong Kong-listed diversified
financial holding company on November 25,
2020. These business include Convoy's independent financial
advisory business (the "IFA Business") and its platform businesses,
which include B2B, FinTech, Retail and Healthcare platforms (the
"Platform Business").
Under the contemplated transaction, AGBA will acquire from
Convoy 100% of the Platform Business and take a 30% shareholding in
the IFA Business. In exchange, Convoy or its affiliate will receive
(i) 30,000,000 newly issued shares of the post-combined company,
with a deemed price per share of $10.00 plus (ii) US$100
million in cash, for an aggregate consideration of
approximately US$400 million (the
"Transaction"). Upon closing of Transaction, AGBA plans to remain
NASDAQ-listed and trade under a new ticker symbol.
Convoy's IFA Business
The IFA Business provides advice and sells a full range of
financial services products from long-term life insurance, savings
to mortgages to local and foreign retail customers. With more than
400,000 customers and 2,300 financial advisors as of October 31, 2020, it is one of the largest IFA
businesses in Hong Kong.
Convoy's Platform Business
The Platform Business was set up to capitalize on significant
growth opportunities in Hong Kong
and the Guangdong-Hong Kong-Macau
Greater Bay Area. It consists of a portfolio of platform businesses
encompassing B2B, FinTech, Healthcare and Retail platforms. Each of
these platforms is distinct from, but complementary to the other
platform's operations. The Platform Business has grown rapidly in
scale, value and customer base, supported by high-quality product
intelligence, operational and technological infrastructures.
The IFA Business and the Platform Business are currently
regulated by applicable agencies such as the Securities and Futures
Commission of Hong Kong, the
Insurance Authority and the Mandatory Provident Fund Schemes
Authority.
The current management teams are expected to continue to run the
IFA Business and the Platform Business after the
Transaction.
Loeb & Loeb LLP is acting as
the legal advisor to AGBA. DLA Piper is acting as the legal
advisor to Convoy.
About Convoy
Founded in 1993, Convoy is a diversified financial institution
based in Hong Kong. With close to
30 years of operating track record serving a large base of retail
customers, Convoy is reputable and well recognized in the
Hong Kong retail financial
services industry.
About AGBA Acquisition Limited
AGBA Acquisition Limited is a British Virgin
Islands company incorporated as a blank check company for the
purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or
similar business combination with one or more businesses or
entities. AGBA's efforts to identify a prospective target business
will not be limited to a particular industry or geographic region,
although AGBA intended to focus on operating businesses in
healthcare, education, entertainment and financial services sectors
that have their principal operations in China.
Forward-Looking Statements
Certain of the statements made in this press release contains
certain "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934,
both as amended. Statements that are not historical facts,
including statements about the potential transactions among AGBA
and Convoy and the transactions contemplated thereby, and the
parties' perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the
anticipated initial enterprise value and post-closing equity value,
the benefits of the proposed transaction, integration plans,
expected synergies and revenue opportunities, anticipated future
financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words "expect," "believe," "estimate," "intend," "plan" and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of entering
into and completion of the pending transaction, including the risk
that the potential transaction may not close due to one or more
pre-conditions to the transaction not being satisfied or waived,
such as regulatory approvals not being obtained, on a timely basis
or otherwise, or that a governmental entity prohibited, delayed or
refused to grant approval for entering into or the consummation of
this proposed transaction or required certain conditions,
limitations or restrictions in connection with such approvals; (ii)
risks related to the ability of AGBA and Convoy to successfully
integrate the businesses; (iii) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the applicable transaction agreements; (iv) the risk that there may
be a material adverse change with respect to the financial
position, performance, operations or prospects of Convoy or AGBA;
(v) risks related to disruption of management time from ongoing
business operations due to the proposed transaction; (vi) the risk
that any announcements relating to the proposed transaction could
have adverse effects on the market price of AGBA's securities;
(vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of Convoy and AGBA to
retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their
operating results and businesses generally; (viii) the risk that
the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; and (ix) risks associated with the financing of the
proposed transaction. A further list and description of risks and
uncertainties can be found in AGBA's Annual Report on Form 10-K for
the fiscal year ending December 31,
2019 filed with the SEC, in AGBA's quarterly reports on Form
10-Q filed with the SEC subsequent thereto and in the business
combination agreement to entered by the parties and proxy statement
that will be filed with the SEC by the AGBA in connection with the
proposed transactions, and other documents that the parties may
file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and AGBA, Convoy, and their subsidiaries undertake no obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made except as required by
law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, AGBA will
file a Current Report on Form 8-K if a definitive business
combination agreement is signed and a preliminary proxy statement,
with the Securities and Exchange Commission (the "SEC") and AGBA
will file additional relevant materials with SEC. A proxy statement
and a proxy card will be mailed to AGBA's shareholders as of a
record date to be established for voting at the shareholders'
meeting relating to the proposed transactions. Shareholders will
also be able to obtain a copy of the proxy statement without charge
from AGBA. The proxy statement, once available, may also be
obtained without charge at the SEC's website at www.sec.gov or by
writing to AGBA at Room 1108, 11th Floor, Block B, New Mandarin
Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong.
INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT
AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT AGBA, CONVOY AND THE
TRANSACTIONS.
Participants in Solicitation
AGBA, Convoy, certain shareholders of AGBA, and their respective
directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from
the holders of AGBA ordinary shares in respect of the proposed
transaction. Information about AGBA's directors and executive
officers and their ownership of AGBA's ordinary shares is set forth
in AGBA's Annual Report on Form 10-K for the year ended
December 31, 2019 filed with the SEC.
Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated above.
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SOURCE AGBA Acquisition Limited