- Pursuant to a Business Combination with TAG Holdings Limited
and other parties, AGBA Acquisition Limited has completed its
planned business combination.
- The post-combination company, which has taken on the name
AGBA Group Holding Limited ("AGBA"), is expected to begin trading
on NASDAQ on Tuesday, November 15,
2022.
- AGBA is now one of Hong
Kong's leading full-service wealth management and fintech
platform.
NEW
YORK, Nov. 14, 2022 /PRNewswire/ -- AGBA
Acquisition Limited (NASDAQ: AGBA, AGBAU, AGBAW,
AGBAR), a special purpose acquisition company,
announced today that it has completed its business combination
with TAG Holdings Limited ("TAG") pursuant to the Business
Combination Agreement, dated November 3,
2021, between it, TAG, and the other parties to the
agreement (as amended) (the "Business Combination Agreement"). Through an
acquisition merger, AGBA has become the 100% owner of the issued
and outstanding securities of each of TAG International Limited and
TAG Asia Capital Holdings Limited (together, the "TAG
Business"), each formerly wholly-owned subsidiaries of TAG. The
business combination was approved by AGBA's shareholders at an
extraordinary general meeting on November
10, 2022. The post-combination company has been
renamed, "AGBA Group Holding Limited" and its ordinary shares and
warrants are expected to begin trading on the Nasdaq Capital Market
("Nasdaq") on November 15,
2022 under the ticker symbols "AGBA" and "AGBAW"
respectively.
Under its new name, AGBA will operate the TAG Business and its
OnePlatform brand, which offers a full-service platform to banks,
other financial institutions, brokers, and individual independent
financial advisors to advise and serve its retail clients. AGBA's
technology-enabled platform will offer a wide range of financial
products, covering life insurance, pensions, property-casualty
insurance, stock brokerage, mutual funds, money lending, and real
estate agency. AGBA will also be managing an ensemble of
financial technology investments including Tandem Fintech Limited,
a health and wealth management platform with a broad spectrum of
services and value-added information in health, insurance,
investments, and social sharing.
"We are excited to launch our next chapter as the market-leading
personal 'wealth and health' platform company in the Greater Bay
Area of southern China," said
Wing-Fai Ng, President of TAG,
who will serve as Chairman and Executive Director of AGBA.
"Health and wealth are the very definition of happiness in a
Chinese society. As the Greater Bay Area is one of the world's
largest financial services markets, we are pleased to create a
digital ecosystem offering full-suite financial products and
services to individual and corporate customers. AGBA will leverage
existing infrastructure, business partners, and its large user base
to optimize customer experience through technology. The combination
enables our digital transformation and further strengthens our
competitive advantages in procuring and financing new clients and
partners."
Gordon Lee, CEO of AGBA
Acquisition Limited, said, "We are extremely honored to become
associated with TAG International Limited and TAG Asia Capital
Holdings Limited. These are companies with an accomplished
management team that have developed innovative financial products
and services to address customers' evolving needs. We are also
excited to introduce AGBA — and the opportunities in its holdings —
to a global investor base while positioning it for sustainable
growth."
Overview of Business Combination
Pursuant to the terms of the Business Combination Agreement,
AGBA acquired, by way of acquisition merger, all the issued and
outstanding equity securities of each of the TAG Business in
consideration for the issuance of 55,500,000 ordinary shares of
AGBA, with a deemed price per share of US$10.00, to the sole shareholder of the TAG
Business – TAG. Additional information about the transaction was
filed by AGBA with the Securities and Exchange Commission
("SEC") and is available at www.sec.gov.
Loeb & Loeb LLP acted as legal advisor to AGBA Acquisition
Limited. Dechert LLP acted as the legal advisor to TAG and its
subsidiaries.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
Business Combination Agreement, a copy of which was filed by AGBA
with the SEC as an exhibit to a Current Report on Form 8-K, dated
November 4, 2021, and it subsequent
amendments filed by AGBA with the SEC as exhibits to Current
Reports on Form 8-K on November 19,
2021, January 7, 2022,
May 6, 2022, August 30, 2022, and October 21, 2022, respectively.
About the TAG Business
TAG International Limited and TAG Asia Capital Holdings Limited
form an integral part of TAG's broader portfolio of companies.
Through their wholly-owned subsidiaries and by leveraging
TAG's wider platform, the TAG Business provides products and
infrastructure for marketplaces that bring together producers and
consumers, encompassing business-to-business ("B2B"),
financial technology, healthcare, and retail. The TAG Business
serves over 400,000 individual and corporate customers and offers
approximately 1,800 financial products. The TAG Business serves
both B2B and business-to-consumer channels ("B2C"). B2B
customers include corporate clients such as corporates, banks, and
licensed representatives, targeting partnership acquisition,
provision of products, corporate solutions, and infrastructure
support; while B2C customers are retail customers, targeting sales
of wealth and health management products and services.
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.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes "forward-looking statements" within the
meaning of the United States
federal securities laws with respect to the transaction between
AGBA and TAG and regarding AGBA'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 AGBA, market size and growth opportunities,
competitive position, technological and market trends, and the
potential benefits and expectations related to the terms and timing
of any 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 AGBA, TAG, and their
relevant subsidiaries, which are all subject to change due to
various factors including, without limitation, changes in general
economic conditions. 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 AGBA, TAG, or their relevant subsidiaries. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of AGBA's
definitive proxy statement related to the business combination
transaction, dated October 28, 2022,
and other documents filed by AGBA from time to time with the United
States Securities and Exchange Commission. 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 AGBA, TAG, nor their subsidiaries
presently know, or that AGBA, TAG, or their subsidiaries currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements.
Forward-looking statements reflect AGBA's, TAG's, and their
subsidiaries' expectations, plans, projections, or forecasts of
future events. If any of the risks materialize or AGBA's,
TAG's, or their subsidiaries' 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. AGBA, TAG, and their subsidiaries
anticipate that subsequent events and developments may cause their
assessments to change. However, while AGBA, TAG, and their
subsidiaries may elect to update these forward-looking statements
at some point in the future, AGBA, TAG, and their subsidiaries
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 AGBA, TAG, their subsidiaries, 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 AGBA's, TAG's, or their subsidiaries
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 AGBA, TAG,
and their subsidiaries contained herein are not, and do not purport
to be, appraisals of the securities, assets or business of AGBA,
TAG, their subsidiaries, or any other entity.
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SOURCE AGBA Acquisition Limited