- M&G to purchase 4 million forward purchase units at a price
of $10.00 per unit for an aggregate
price of $40 million
- M&G has agreed to provide a backstop commitment of up to
$10 million
- M&G agrees not to exercise redemption rights
NEW
YORK and TEL AVIV,
Israel, March 28, 2022 /PRNewswire/ -- Gesher I
Acquisition Corp. ("Gesher" or the "Company") (NASDAQ: GIAC) and
M&G (ACS) Japan Equity Fund, an entity managed by M&G
Investment Management Limited ("M&G"), entered into an amended
and restated forward purchase agreement (the "Amended Forward
Purchase Agreement"). The Amended Forward Purchase Agreement amends
and restates the forward purchase agreement the Company and M&G
had entered into in connection with the Company's initial public
offering, the form of which the Company filed with the U.S.
Securities and Exchange Commission (the "SEC") on September 2, 2021.
"M&G's additional commitments to Gesher reflect not only a
target rich investment environment, but also our confidence in both
the Gesher management team and its long-term investment
philosophy," stated Carl Vine,
Portfolio Manager at M&G.
Pursuant to the Amended Forward Purchase Agreement, the Company
will issue and sell to M&G an aggregate of 4,000,000 units (the
"Forward Purchase Units") at a purchase price of $10.00 per Forward Purchase Unit, or $40,000,000 in the aggregate, in a private
placement to close immediately prior to, or simultaneously with,
the closing of an initial business combination.
Additionally, M&G has agreed to provide the Company with up
to $10,000,000 of committed capital
(the "Backstop Commitment") to backstop redemptions by shareholders
of the Company in connection with an initial business combination
if certain minimum cash conditions are not met. In exchange for the
Backstop Commitment, at the closing of the initial business
combination, the Company will issue to M&G 500,000 warrants and
up to 1 million ordinary shares depending on the amount of the
committed capital drawn, subject to the terms and conditions of the
Amended Forward Purchase Agreement and as described in the
Company's Current Report on Form 8-K to be filed today.
In connection with the business combination, M&G has
unconditionally agreed not to exercise its redemption rights with
respect to any of the ordinary shares included in the Forward
Purchase Units or issued in connection with the Backstop Commitment
or any of the ordinary shares M&G subscribed for in the
Company's initial public offering.
"Gesher is honored to have this additional investment from
M&G, a prestigious institution with a track record for
long-term and responsible investing. The additional capital
commitment demonstrates M&G's belief in Gesher's ability to
create substantial value by securing the right target company,"
said Ezra Gardner, CEO of
Gesher.
About Gesher
Gesher I Acquisition Corp. is a Cayman
Islands exempted 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. The Company's efforts to identify a prospective target
business will not be limited to a particular industry or geographic
region, although the Company intends to initially focus on target
businesses located in Israel,
particularly those conducting business internationally in
Asia, Europe or North
America.
FORWARD-LOOKING STATEMENTS
The above press release contains statements that constitute
"forward-looking statements" under the U.S. federal securities law,
including statements regarding a potential future business
combination. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
words "believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts,"
"continue," or "should," or, in each case, their negative or other
variations or comparable terminology. Such statements include, but
are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any
other statements that are not statements of current or historical
facts. These statements are based on management's current
expectations, but actual results may differ materially due to
various factors, including, but not limited to (i) our ability to
complete an initial business combination; (ii) our success in
retaining or recruiting, or changes required in, our officers, key
employees or directors following an initial business combination;
(iii) our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our
business or in approving our initial business combination, as a
result of which they would then receive expense reimbursements;
(iv) our potential ability to obtain additional financing to
complete an initial business combination; (v) our pool of
prospective target businesses; (vi) the ability of our officers and
directors to generate a number of potential investment
opportunities; (vii) the potential change in control if we acquire
one or more target businesses for stock; (viii) the potential
changes in the rules and regulations relating to special purpose
acquisition companies; and (ix) the factors described under the
heading "Risk Factors" in our prospectus dated October 21, 2021 filed with the SEC, which
can be accessed on the EDGAR section of the SEC's website at
www.sec.gov. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as may be required under
applicable securities laws.
Contacts
Edelman
Ira Gorsky
Ira.gorsky@edelman.com
Jessica Resnick-Ault
Jessica.resnick-ault@edelman.com
SOURCE Gesher I Acquisition Corp.