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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