The post-combination combined company is expected to trade on
the NASDAQ after closing under the same ticker symbol
- AGBA Acquisition Limited ("AGBA") has entered into a
business combination agreement with TAG Holdings Limited ("TAG")
and its wholly-owned subsidiaries TAG International Limited
("B2B"), TAG Asset Partners Limited ("B2BSub"), OnePlatform
International Limited ("HKSub"), OnePlatform Holdings Limited
("OPH"), and TAG Asia Capital Holdings Limited ("Fintech").
- OPH and Fintech ("Platform Businesses") form an integral
part of TAG's wider portfolio of companies.
- The deal gives the Platform Businesses a combined base
enterprise value of US$555 million.
In addition, AGBA and the Platform Businesses will aim to ensure
that the post-combination combined company shall receive a
sufficient amount to fund its agreed business plans and operations
in immediately available cash, net of expenses and liabilities, of
at least US$35,000,000 comprised of
(i) amounts not redeemed from AGBA's trust account and (ii) amounts
raised in private investment in public equity (PIPE).
NEW YORK, Nov. 4, 2021
/PRNewswire/ -- AGBA Acquisition Limited ("AGBA") (NASDAQ:
AGBA, AGBAU, AGBAW, AGBAR), a special purpose acquisition
company, announced today that it has entered into a business
combination agreement (the "Business Combination Agreement") with
TAG Holdings Limited ("TAG"), a British
Virgin Islands diversified financial holding company, and
its wholly-owned subsidiaries, TAG International Limited, a
British Virgin Islands business
company engaged in business-to-business services ("B2B"), TAG Asset
Partners Limited, a wholly-owned subsidiary of B2B ("B2BSub"),
OnePlatform International Limited, a wholly owned subsidiary of
B2BSub ("HKSub"), OnePlatform Holdings Limited, a Hong Kong-headquartered company that engages
in business-to-business services through its wholly-owned
subsidiaries ("OPH"), and TAG Asia Capital Holdings Limited, a
British Virgin Islands business
company which engages in the financial technology sector through
its wholly-owned subsidiaries ("Fintech"). As part of the
transaction, OPH will first become a subsidiary of B2B through a
merger with HKSub, following which AGBA will form two wholly-owned
subsidiaries which will merge with B2B and Fintech, respectively,
with B2B and Fintech as the surviving entities (the "Acquisition
Merger").
In consideration of the Acquisition Merger, AGBA will issue
55,500,000 ordinary shares with a deemed price per share of
US$10.00, as directed by TAG, in its
capacity as the sole shareholder of B2B and Fintech. Upon the
completion of the business combination, the parties plan for the
combined company to be NASDAQ-listed under AGBA's current ticker
symbol – AGBA. The post-combination combined company of the
Platform Businesses (the "Combined Company") thereby will become a
publicly listed company.
"We are thrilled to partner with AGBA to create a unique
market-leading personal 'wealth and health' platform company in the
Greater Bay Area (GBA). As the GBA is one of the world's largest
financial services markets, with an overall economy size of
US$1.7 trillion, we are honoured to
create a digital ecosystem that offers full-suite financial
products and services to individual and corporate customers, by
leveraging existing infrastructure, customer base and business
partners to optimize customer experience empowered by technology.
We are particularly well-positioned to capture opportunities
emerging from the Wealth Management Connect and Insurance Connect
schemes. The Combined Company will enable our digital
transformation and further strengthen our competitive advantages in
procuring and financing new clients and partners," said Wing-Fai
Ng, President of TAG.
"A successful SPAC needs to be thoughtful about all phases of
the SPAC life-cycle, from target search, diligence, post
combination value-add through to public market stakeholder
management. Our mission at AGBA is to partner with fundamentally
attractive enterprises as they journey into the U.S. public markets
and create sustainable value for shareholders. We are extremely
honored to become associated with OnePlatform Holdings Limited and
TAG Asia Capital Holdings Limited, companies with an accomplished
management team, as they develop innovative financial products and
services to address customers' evolving needs. We look forward to
working together to complete the business combination," said
Gordon Lee, CEO of AGBA.
Key Transaction Terms
Under the terms of the Business Combination Agreement, through
the Acquisition Merger AGBA will acquire all of the issued and
outstanding equity securities of each of the Platform Businesses in
consideration for the issuance of 55,500,000 AGBA ordinary shares,
as directed by TAG, in its capacity as the sole shareholder of the
B2B and Fintech.
Loeb & Loeb LLP is acting as legal advisor to AGBA and
Dechert LLP is acting as 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 relating to the transaction, a copy
of which will be filed by AGBA with the SEC as an exhibit to a
Current Report on Form 8-K.
About The Platform Businesses
OnePlatform Holdings Limited ("OPH") and TAG Asia Capital
Holdings Limited ("Fintech") (collectively "Platform Businesses")
form an integral part of TAG's wider portfolio of companies.
Through their wholly-owned subsidiaries, OPH is engaged in
business-to-business (or B2B) services and Fintech is engaged in
the financial technology or fintech business. The Platform
Businesses are wholly-owned by TAG Holdings Limited ("TAG").
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
are not limited to a particular industry or geographic region,
although it has focused on operating businesses in the healthcare,
education, entertainment and financial services sectors that have
their principal operations in China.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech,
and their respective affiliates, from time to time may contain,
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Actual results of AGBA, TAG, B2B, B2BSub, HKSub, OPH,
and/or Fintech may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "might" and "continues," and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, expectations of AGBA, TAG, B2B, B2BSub, HKSub, OPH,
and/or Fintech with respect to future performance and anticipated
financial impacts of the business combination, the satisfaction of
the closing conditions to the business combination and the timing
of the completion of the business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement relating to
the proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against AGBA, TAG, B2B, B2BSub,
HKSub, OPH, and/or Fintech following the announcement of the
Business Combination Agreement and the transactions contemplated
therein; (3) the inability to complete the business combination,
including due to failure to obtain approval of the shareholders of
AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or other
conditions to closing in the Business Combination Agreement; (4)
delays in obtaining or the inability to obtain necessary regulatory
approvals (including approval from insurance regulators) required
to complete the transactions contemplated by the Business
Combination Agreement; (5) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Business Combination Agreement or could otherwise cause the
transaction to fail to close; (6) the inability to obtain or
maintain the listing of the Combined Company's ordinary shares on
NASDAQ following the business combination; (7) the risk that the
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the Combined Company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the business combination; (10) changes in
applicable laws or regulations; (11) the possibility that the AGBA,
TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or the Combined
Company may be adversely affected by other economic, business,
and/or competitive factors; and (12) other risks and uncertainties
to be identified in the definitive proxy statement and registration
statement on Form S-1 that will be filed by AGBA (when available)
relating to the business combination, including those under "Risk
Factors" therein, and in other filings with the Securities and
Exchange Commission ("SEC") made by AGBA, TAG, B2B, B2BSub, HKSub,
OPH, and/or Fintech. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and
Fintech caution that the foregoing list of factors is not
exclusive. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Neither AGBA,
TAG, B2B, B2BSub, HKSub, OPH, nor Fintech undertakes or accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
Important Information
AGBA Acquisition Limited ("AGBA"), and its 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
described herein. Information about AGBA's directors and executive
officers and their ownership of AGBA's ordinary shares is set forth
in ABGA's Annual Report on Form 10-K filed with the SEC, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the definitive proxy statement pertaining to the
proposed transaction when it becomes available. These documents can
be obtained free of charge from the sources indicated below.
In connection with the transaction described herein, AGBA will
file relevant materials with the SEC including a preliminary proxy
statement and a registration statement on Form S-1, or other
appropriate form. Promptly after the registration statement is
declared effective and the SEC has completed its review of the
proxy statement, AGBA will mail the definitive proxy statement and
a proxy card to each stockholder entitled to vote at the special
meeting relating to the transaction. 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 TRANSACTION THAT AGBA WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AGBA, TAG, TAG'S SUBSIDIARIES, AND THE
TRANSACTION. The proxy statement, registration statement on Form
S-1 and other relevant materials in connection with the transaction
(when they become available), and any other documents filed by AGBA
with the SEC, may be obtained free of charge at the SEC's website
(www.sec.gov).
Contacts
For AGBA Acquisition Limited:
Gordon Lee, CEO
Gordonlee9520@yahoo.com
+852 6872 0258
For TAG Holdings Limited:
Wing Fai Ng, President
Wfng@oneplatform.com.hk
+852 3601 8363
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SOURCE AGBA Acquisition Limited