Evergreen Corporation (NASDAQ: EVGR), a special purpose acquisition
company (“EVGR”), today announced that they have entered into a
definitive agreement and plan of merger (the “Business Combination
Agreement”) under which EVGR will merge with Forekast Limited
(“Forekast”). Following the closing, the combined company will
operate as Forekast Group (“PubCo”).
Forekast is a technology managed services
provider specializing in augmented intelligence, integrating
AI-driven insights to enhance business operations, customer
experiences, and workforce capabilities. Forekast has a proven
consistent track record with strong double digit growth in revenue
and profits, with a CAGR of more than 20% over the last 5
years.
This strategic merger aims to accelerate
Forekast’s growth, expand its reach into new markets, and enhance
its technology managed services offerings, positioning the company
to meet the increasing demand for technology managed services and
AI-powered solutions across industries.
Abdul Rahman, CEO of Forekast, said, “We are
excited to announce this combination with EVGR. This merger will
see both parties bringing our combined strengths together, building
on our solid foundation, while leveraging this powerful platform to
drive growth as we propel the group to greater heights.”
Forekast has the experience to serve midsize and
large enterprises, and Forekast’s approach to technology managed
services and augmented intelligence empower organizations with
insights that improve decision-making, enhance operational
efficiency and workforce capabilities, and deliver meaningful
customer experiences. With this business combination and associated
capital raised, Forekast will continue to grow its client base and
improve solutions that help businesses thrive in an increasingly
complex and digital landscape.
Izmet Iskandar, CFO of EVGR, said, “We are
delighted to announce this business combination agreement at a time
when AI is reshaping industries across the globe. AI offers
enormous growth potential that could contribute over $15 trillion
to the global economy by 2030.”
Forekast is also poised to extend its reach
through untapped channels and market penetration strategies. By
entering new geographical markets, the Group can tap into a broader
customer base and uncover new growth opportunities, tailoring
offerings to meet the unique needs of diverse markets, and driving
global expansion and brand recognition.
Transaction Overview:
Under the terms of the Business Combination
Agreement, the transaction values Forekast at an enterprise value
of $105 million. Upon completion of the transactions outlined in
the Business Combination Agreement, any funds left in EVGR’s trust
account following redemptions will be directed towards enhancing
research and development, expanding marketing efforts, entering new
markets, acquiring top talent, and exploring potential strategic
acquisitions. These initiatives aim to drive Forekast's continued
growth.
The boards of directors of Forekast and EVGR
have each approved the proposed Business Combination, the
consummation of which is subject to various customary closing
conditions, including the filing and effectiveness of a
Registration Statement on Form F-4 (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”), and the
approval of the shareholders of Forekast and EVGR. Completion of
the proposed Business Combination is expected to be in the year end
of 2024.
Additional information about the proposed
Business Combination, including a copy of the Business Combination
Agreement, will be provided in a Current Report on Form 8-K to be
filed by EVGR with the SEC (the “Current Report”). Additional
information about the proposed Business Combination will be
described in the Registration Statement relating to the proposed
Business Combination, which EVGR and Forekast will prepare and file
with the SEC.
Advisors
EF Hutton LLC is serving as capital markets
advisor and Loeb & Loeb LLP is serving as legal counsel to
EVGR.
About Forekast
Forekast specializes in augmented intelligence,
offering AI-driven insights that enhance business operations,
customer experiences, and workforce capabilities. With a focus on
technology managed services, Forekast helps businesses navigate the
complexities of modern markets while maintaining flexibility and
operational efficiency. For more information, visit
www.forekastgroup.com.
About Evergreen Corporation
The focus of Evergreen Corporation (Nasdaq:
EVGR), a special purpose acquisition company is on technology that
will help the industry. In line with this, EVGR intends to pursue
investment opportunities with technology companies that have large
and growing addressable markets, significant revenue growth,
defensible business models and technological research capabilities
in a leading position in the industry.
Important Information About the Proposed
Business Combination and Where to Find It
For additional information on the proposed
transaction, see EVGR’s Current Report on Form 8-K, which will be
filed concurrently with this press release. In connection with the
proposed transaction, EVGR intends to file relevant materials with
the SEC, including a Registration Statement with the SEC, and will
file other documents regarding the proposed transaction with the
SEC. EVGR’s shareholders and other interested persons are advised
to read, when available, the Registration Statement and preliminary
proxy statement and the amendments thereto and the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the Business Combination, as these materials will
contain important information about Forekast and EVGR and the
Business Combination. Promptly after the Registration Statement is
declared effective by the SEC, EVGR will mail the definitive proxy
statement and a proxy card to each shareholder entitled to vote at
the meeting relating to the approval of the Business Combination
and other proposals set forth in the proxy statement. Before
making any voting or investment decision, investors and
shareholders of EVGR are urged to carefully read the
entire proxy statement, when available, and any other relevant
documents filed with the SEC, as well as any amendments or
supplements thereto, because they will contain important
information about the proposed transaction. The documents filed by
EVGR with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov, or by directing a request to EVGR at
address Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara,
Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia.
Participants in the
Solicitation
EVGR and certain of its directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies from EVGR’s shareholders in connection with the proposed
transaction. A list of the names of those directors and executive
officers and a description of their interests in EVGR will be
included in the proxy statement for the proposed Business
Combination when available at www.sec.gov. Other information
regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement pertaining to
the proposed Business Combination when it becomes available. These
documents can be obtained free of charge from the source indicated
above.
Forekast and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of EVGR in connection with the
proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination will be included in
the proxy statement for the proposed Business Combination.
Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is included in the proxy statement
filed with the SEC. Shareholders, potential investors and other
interested persons should read the proxy statement carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning
of federal securities laws. Forward-looking statements may include,
but are not limited to, statements with respect to (i) trends in
the AI market; (ii) Forekast’s growth prospects and market size;
(iii) Forekast’s projected financial and operational performance;
(iv) new product and service offerings by Forekast may introduce in
the future; (v) the potential transaction, including the implied
enterprise value and the likelihood and ability of the parties to
consummate the potential transaction successfully; (vi) the risk
the proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of EVGR’s
securities; (vii) the failure to satisfy the conditions to the
consummation of the proposed Business Combination, including the
approval of the proposed Business Combination by the shareholders
of EVGR (viii) the effect of the announcement or pendency of the
proposed Business Combination on EVGR’s or Forekast’s business
relationships, performance and business generally; (ix) the outcome
of any legal proceedings that may be instituted against EVGR or
Forekast related to the proposed Business Combination or any
agreement related thereto; (x) the ability to maintain the listing
of EVGR on Nasdaq; (xi) the price of EVGR’s securities, including
volatility resulting from changes in the competitive and regulated
industry in which Forekast operates, variations in performance
across competitors, changes in laws and regulations affecting
Forekast’s business and changes in the combined capital structure;
(xii) the ability to implement business pans, forecasts, and other
expectations after the completion of the proposed Business
Combination and identify and realize additional opportunities; and
(xiii) other statements regarding EVGR’s or Forekast’s
expectations, hopes, beliefs, intentions and strategies regarding
the future.
In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject, are subject to risks and
uncertainties.
You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of EVGR’s
final prospectus, dated February 8, 2022, for its initial public
offering and, the Registration Statement and proxy statement
relating to the transaction, which is expected to be filed by EVGR
with the SEC, other documents filed by EVGR from time to time with
SEC, and any risk factors made available to you in connection with
EVGR, Forekast, and the transaction. These forward-looking
statements involve a number of risks and uncertainties (some of
which are beyond the control of Forekast and EVGR) and other
assumptions, that may cause the actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. EVGR and Forekast caution that the
foregoing list of factors is not exclusive.
No Offer or Solicitation
This press release relates to a proposed
Business Combination between EVGR and Forekast, and does not
constitute a proxy statement or solicitation of a proxy and does
not constitute an offer to sell or a solicitation of an offer to
buy the securities of EVGR or Forekast, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
Company Contact:
Izmet Iskandar RamliChief Financial
Officerizmet@evg-corp.com +6 012 390 9240
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