Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of the federal securities laws with respect to the proposed
transaction between Grab Holdings Inc. (“Grab”), Grab Holdings
Limited (“GHL”) and Altimeter Growth Corp. (“AGC”) and regarding
Grab’s future business expectations which involve risks and
uncertainties. All statements other than statements of historical
fact contained in this document, including, but not limited to,
statements as to future results of operations and financial
position, planned products and services, business strategy and
plans, objectives of management for future operations of Grab,
market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and
expectations related to the terms and timing of the proposed
transactions, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words, including “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“projects,” “should,” “could,” “would,” “may,” “will,” “forecast”
or other similar expressions. All forward-looking statements are
based upon estimates and forecasts and reflect the views,
assumptions, expectations, and opinions of AGC and Grab, which are
all subject to change due to various factors including, without
limitation, changes in general economic conditions as a result of
COVID-19. Any such
estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this document, should be regarded as
indicative, preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results.
The forward-looking statements contained in this document are
subject to a number of factors, risks and uncertainties, some of
which are not currently known to Grab or AGC.You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of GHL’s
registration statement on Form F-4, the proxy
statement/ prospectus therein, AGC’s Quarterly Report on
Form 10-Q and
other documents filed by GHL or AGC from time to time with the U.S.
Securities and Exchange Commission (the “SEC”).
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
In addition, there may be additional risks that neither AGC nor
Grab presently know, or that AGC or Grab currently believe are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. Forward-looking
statements reflect AGC’s and Grab’s expectations, plans,
projections or forecasts of future events and view. If any of the
risks materialize or AGC’s or Grab’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements.
Forward-looking statements speak only as of the date they are made.
AGC and Grab anticipate that subsequent events and developments may
cause their assessments to change. However, while GHL, AGC and Grab
may elect to update these forward-looking statements at some point
in the future, GHL, AGC and Grab specifically disclaim any
obligation to do so, except as required by law. The inclusion of
any statement in this document does not constitute an admission by
Grab nor AGC or any other person that the events or circumstances
described in such statement are material. These forward-looking
statements should not be relied upon as representing AGC’s or
Grab’s assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Grab and
AGC contained herein are not, and do not purport to be, appraisals
of the securities, assets or business of Grab, AGC or any other
entity.
Non-IFRS Financial
Measures
This document may also include references to non-IFRS financial measures. Such
non-IFRS measures should be
considered only as supplemental to, and not as superior to,
financial measures prepared in accordance with IFRS, and such
non-IFRS measures may be
different from non-IFRS financial measures
used by other companies.
Important Information About the Proposed Transactions and Where
to Find It
This document relates to a proposed transaction between Grab and
AGC. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to sell, subscribe for,
buy or exchange any securities or solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. The proposed transactions will be
submitted to shareholders of AGC for their consideration.
In connection with the business combination, GHL has filed a
registration statement on Form F-4 (the “Registration Statement”) with
the SEC that includes a preliminary proxy statement of AGC to be
distributed to AGC’s shareholders in connection with AGC’s
solicitation for proxies for the vote by AGC’s shareholders in
connection with the proposed transactions and other matters as
described in the Registration Statement, as well as the preliminary
prospectus of GHL relating to the offer of the securities to be
issued in connection with the completion of the proposed business
combination. AGC and GHL also will file other documents regarding
the proposed transaction with the SEC.
After the Registration Statement is declared effective, AGC will
mail a definitive proxy statement and other relevant documents to
its shareholders as of the record date established for voting on
the proposed transactions. This communication is not a substitute
for the Registration Statement, the definitive proxy
statement/prospectus or any other document that AGC will send to
its shareholders in connection with the business combination. AGC’s
shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with AGC’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve, among other
things, the proposed transactions, because these documents will
contain important information about AGC, GHL, Grab and the proposed
transactions. Shareholders and investors may also obtain a copy of
the preliminary or definitive proxy statement, once available, as
well as other documents filed with the SEC regarding the proposed
transactions and other documents filed with the SEC by AGC, without
charge, at the SEC’s website located at www.sec.gov or by directing
a written request to AGC’s proxy solicitor, Okapi Partners LLC, by
emailing info@okapipartners.com or mailing Okapi Partners LLC, 1212
Avenue of the Americas, 24th Floor, New York, NY
10036. The information contained on, or that may be accessed
through, the websites referenced in this document is not
incorporated by reference into, and is not a part of, this
document.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
AGC, GHL and Grab and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from AGC’s shareholders in connection with
the proposed transactions. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
AGC’s shareholders in connection with the proposed transactions and
a description of their direct and indirect interests in such
transactions is set forth in the proxy statement/prospectus
contained in the Registration Statement. You can find more
information about AGC’s directors and executive officers in AGC’s
final prospectus filed with the SEC on September 30, 2020.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is included in the proxy statement/prospectus contained
in the Registration Statement. Shareholders, potential investors
and other interested persons should read the proxy
statement/prospectus contained in the Registration Statement
carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to
sell, subscribe for or buy any securities or solicitation of any
vote in any jurisdiction pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.