Super Apps Holdings Sdn Bhd, a Malaysian private limited company
(“Super Apps” or the “Company”), and Technology &
Telecommunication Acquisition Corporation (“TETE”) (Nasdaq: TETE,
TETEU and TETEW), a special purpose acquisition company, today
announced that they have entered into a definitive agreement and
plan of merger (the “Merger Agreement”) for a business combination
(the “Business Combination”) that will result in Super Apps
becoming a publicly listed company. Upon closing of the
transaction, the combined company will be named TETE Technologies
Inc. and is expected to remain listed on the Nasdaq Stock Market
under the ticker symbol, "TETE". The transaction reflects an
estimated pro forma enterprise value for the combined company of
approximately $1.1 billion.
Super Apps entered into a share sale agreement
with MobilityOne Sdn Bhd (“MobilityOne”), a wholly-owned subsidiary
of AIM quoted MobilityOne Limited, pursuant to which Super Apps
agreed to purchase 60% of MobilityOne’s ownership interest in
OneShop Retail Sdn. Bhd. (“OneShop Retail”) in a transaction which
will close prior to the consummation of the Business Combination.
MobilityOne has developed an end-to-end e-commerce solution which
connects various service providers across several industries such
as banking, telecommunication and transportation through multiple
distribution channels such as electronic data capture terminals,
short messaging services, automated teller machines and Internet
banking services.
MobilityOne currently has ownership of the
intellectual property that OneShop Retail uses in its operations
and, in connection with the closing of the Business Combination,
MobilityOne will grant OneShop Retail a long term license for use
of such intellectual property. MobilityOne’s technology platform is
flexible, scalable and has been designed to facilitate cash, debit
card and credit card transactions (according to the device) from
multiple devices while controlling and monitoring the distribution
of different products and services.
Super Apps and MYISCO Sdn Bhd (“MYISCO”), a
wholly owned subsidiary of MyAngkasa Digital Services Sdn Bhd
(“MDS”), a Malaysian private limited company led by Angkatan
Koperasi Kebangsaan Malaysia (“ANGKASA”), entered into a
collaboration agreement, which shall become effective upon closing
of the Business Combination, allowing OneShop Retail, as the
authorized bill payment collection and credit lending agency of
ANGKASA, to operate its payment collection system through ANGKASA’s
authorized dealers for the collection and remission of any payment
of bills via cash payment, credit card, debit card or cheque.
ANGKASA currently facilitates the monthly salary disbursements of
its members under its salary deduction scheme.
Based upon the Company’s anticipated
collaboration with MYISCO and other potential collaborations, the
combined company projects revenue of approximately $348 Million for
the financial year ending December 31, 2023.
The proceeds from this transaction will enable
Super Apps to build out its technology infrastructure to support
demand from blue chip customers in the fast-growing e-commerce
payment solutions market and enhance revenue.
Loo See Yuen, Chief Executive Officer of Super
Apps, commented, "We are excited to enter the public markets
through our business combination with TETE. The proceeds from the
business combination, combined with our leadership team’s
significant fintech industry experience, will allow Super Apps to
accelerate growth in revenue through the expansion of its
workforce, including sales and marketing headcount. We believe this
transaction will enable us to continue investing in our technology
infrastructure and deliver on our aspirations to be the unrivaled
payment systems provider in the ASEAN market."
Mr. Ng Tek Che, the Chairman and CEO of TETE,
added, “From the many companies under consideration by TETE, our
goal was to find a company with a stand-out technology that met our
criteria for investing in long-term sustainability for the ASEAN
market.
The seamless payment ecosystem is a growing
market, and Super Apps plans to utilise digital technologies to
enhance the revenue of the combined company by leveraging, through
the collaboration agreement between Super Apps and MYISCO Sdn.
Bhd., the large database of end users from MYISCO. The strategy
fits perfectly with TETE’s strategy to support enterprises
utilizing digitalization and big data analytics to improve
outcomes. We believe this transaction will create value for our
existing and new shareholders on a sustainable, long-term
basis.”
As part of the deal, Super Apps will retain its
experienced management team, led by CEO Loo See Yuen, while gaining
new board members, and Loke Chow Wing, from the TETE team.
Transaction Overview
Pursuant to the Merger Agreement, Super Apps
will merge with TETE Technologies Sdn Bhd, a Malaysian private
limited company and wholly owned subsidiary of TETE, with Super
Apps surviving and TETE acquiring 100% of the equity securities of
Super Apps. In exchange for their equity securities, the
shareholders of Super Apps will receive an aggregate number of
ordinary shares of TETE (the "Merger Consideration") with an
aggregate value equal to: (a) one billion one hundred million U.S.
Dollars ($1,100,000,000), minus (b) any Closing Net Indebtedness
(as defined in the Merger Agreement), of which $235,000,000 will be
paid at the closing of the Business Combination with the remaining
$865,000,000 subject to the earn-out provisions set forth in the
Merger Agreement.
The Business Combination has been approved by
the boards of directors of each of TETE and Super Apps. The
Business Combination will require the approval of the shareholders
of TETE and Super Apps and is subject to other customary closing
conditions, including a proxy statement being filed with and
cleared by the U.S. Securities and Exchange Commission. The
transaction is expected to close in the first half of 2023.
Advisors
ARC Group Limited is acting as sole financial
advisor to TETE. Loeb & Loeb LLP is acting as legal counsel to
TETE. Jenny Chen-Drake is acting as legal counsel for the
Company.
About Super Apps Holdings
Sdn. Bhd.
Super App Holdings Sdn. Bhd. (the “Company”) is
a holding company that immediately prior to the closing of the
Business Combination will purchase 60% of MobilityOne’s ownership
interest in OneShop Retail Sdn. Bhd. (“OneShop Retail”).
MobilityOne has developed an end-to-end e-commerce solution which
connects various service providers across several industries such
as banking, telecommunication and transportation through multiple
distribution devices such as EDC terminals, short messaging
services, Automated Teller Machine and Internet banking.
About Technology &
Telecommunication Acquisition Corporation
Technology & Telecommunication Acquisition
Corporation is a blank check company, also commonly referred to as
a special purpose acquisition company, or SPAC, formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses or entities.
Important Information About the Proposed
Business Combination and Where to Find It
For additional information on the proposed
transaction, see TETE’s Current Report on Form 8-K, which will be
filed concurrently with this press release. In connection with the
proposed transaction, TETE intends to file relevant materials with
the SEC, including a proxy statement with the SEC, and will file
other documents regarding the proposed transaction with the SEC.
TETE’s shareholders and other interested persons are advised to
read, when available, the 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 Super Apps and TETE and the Business Combination.
Promptly after the proxy statement is cleared by the SEC, TETE 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 TETE
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 TETE with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov, or by directing a request to
TETE at address No C3-2-23A, Jalan 1/152, Taman OUG Parklane Off
Jalan Kelang Lama58200 Kuala Lumpur, Malaysia.
Participants in the
Solicitation
TETE 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 TETE’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 TETE 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.
Super Apps and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of TETE 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 digital payment industry, including changes in demand for the
Company’s services; (ii) the Company’s growth prospects and market
size; (iii) the Company’s projected financial and operational
performance; (iv) new product and service offerings by the Company
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 TETE’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 TETE (viii) the effect of the
announcement or pendency of the proposed Business Combination on
TETE’s or the Company’s business relationships, performance and
business generally; (ix) the outcome of any legal proceedings that
may be instituted against TETE or the Company related to the
proposed Business Combination or any agreement related thereto; (x)
the ability to maintain the listing of TETE on Nasdaq; (xi) the
price of TETE’s securities, including volatility resulting from
changes in the competitive and regulated industry in which the
Company operates, variations in performance across competitors,
changes in laws and regulations affecting the Company’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 TETE’s or the Company’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 TETE’s
final prospectus, dated January 14, 2022, for its initial public
offering and, the proxy statement relating to the transaction,
which is expected to be filed by TETE with the SEC, other documents
filed by TETE from time to time with SEC, and any risk factors made
available to you in connection with TETE, the Company, and the
transaction. These forward-looking statements involve a number of
risks and uncertainties (some of which are beyond the control of
the Company and TETE) 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. TETE and
the Company caution that the foregoing list of factors is not
exclusive.
No Offer or Solicitation
This press release relates to a proposed
Business Combination between TETE and Super Apps Sdn. Bhd., 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 TETE or the Company, 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:Tek Che NgChief Executive
OfficerEmail: tekche.ng@tete-acquisition.comPhone:
+60123348193
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