~ Transaction values Seamless at an enterprise
value of $400 million ~
~ Seamless’ state-of-the-art digital ecosystem
empowers hundreds of millions of consumers and businesses in over
150 countries ~
~ Seamless Leadership will continue to lead the
Newly Combined Company, including public company veteran, Dr.
Ronnie Hui as CEO ~
~ Chairman and CEO of INFINT to join Newly
Combined Company Board of Directors ~
~ Transaction is expected to provide Seamless
with the capital to accelerate mission to become the leading Asia
fintech platform providing cross-border digital remittances and
cashless payment solutions ~
~ Transaction expected to close by the end of
the first quarter of 2023 ~
Seamless Group Inc., a leading global fintech platform
(“Seamless”), and INFINT Acquisition Corporation (“INFINT”)
(Nasdaq: IFIN, IFIN.WS), a special purpose acquisition company,
today announced the signing of a definitive business combination
agreement that is expected to result in a newly-combined company
(the “Company”) currently known as Seamless, to be rebranded as
part of the business combination. Upon closing of the transaction,
the Company will continue to be led by Seamless’ CEO, Dr. Ronnie
Hui, a 14-year public company veteran with a proven track-record of
execution and achievement of value creation, and Founder, Alex
Kong. The boards of directors of Seamless and INFINT have each
unanimously approved the transaction.
Seamless delivers global financial inclusivity for the unbanked
and migrant workers in South East Asia. Under the Seamless
solutions umbrella are Tranglo, one of Asia’s leading cross-border
payment hubs that provides smart services not only for airtime
top-ups, but also foreign remittance and business payments, and
WalletKu, a fintech application that aims to help Indonesian micro,
small and medium enterprises develop digital selling businesses.
Seamless enables cross-border digital remittances as well as
cashless payment solutions to millions without proper access to
mainstream financial services.
Dr. Ronnie Hui, CEO of Seamless, stated, “Today’s announcement
is truly an incredible milestone for Seamless Group. This
transaction is a step towards broadening our capabilities and
reach, enabling the Seamless platform to expand to further depths
globally. Currently, our prominent presence in South East Asia is
focused in highly populated areas with a large unbanked population
which make traditional banking services inefficient and expensive.
Our platform enables us to reach these populations, generating
continued market opportunity. Though we have experienced great
success to-date, we are excited about our further potential, and we
believe that we have just begun to scratch the surface in realizing
our mission of bringing instantaneous banking to the unbanked by
enabling real time, cost efficient cross-border transfers. I am
very much looking forward to the partnership with the team at
INFINT as we embark on what I believe to be one of the most
exciting times in Seamless’ history, to become a vertically
integrated fintech group in Asia.”
Mr. Sasha Edgarov, CEO of INFINT, stated, “Upon formation of
INFINT Acquisition Corporation, our team has been hard at work
focused on finding the best partner and have evaluated a number of
potential candidates. Ultimately, we believe that we have found the
ideal partner in Seamless Group, a leading global fintech platform.
We believe Seamless is uniquely positioned in the remittance market
and our commitment to them will further help build upon what is
already a growing business and enhance its value proposition over
time.”
INFINT raised gross proceeds of approximately $200 million in
its initial public offering, including the overallotment, and was
listed on the NYSE on November 19, 2021, with the objective to
identify and consummate an initial business combination with a
target that can benefit from the investment, operating, and
innovating experience of INFINT’s management team and sponsor.
Seamless Investment Highlights:
- Seamless makes available instantaneous banking and other
essential financial services for all consumers, including the
estimated 2 billion unbanked population in the world with a current
and prominent presence in South East Asia
- State-of-the-art digital ecosystem empowers hundreds of
millions of consumers and businesses in over 150 countries
- Tangible market opportunity to further expand the platform and
presence globally Seamless’ focus is foremost on serving people by
giving financial services to those unbanked leveraging both its B2B
and B2C platforms, Tranglo and WalletKu:
- Tranglo
- Founded in 2008, the leading Asia Remittance Hub
- An increasing global network of more than 150 countries, 2,000
banks/ wallets, 140,000 cash pick up points and 600 mobile
operators
- Ripple, the leading provider of enterprise blockchain and
digital currency solutions for cross-border payments, entered into
strategic partnership with Tranglo in 2021 to scale RippleNet and
their On-Demand Liquidity (‘ODL’) service
- Highly regulated industry with four central bank licenses in
Malaysia, Singapore, U.K, and Indonesia
- Total Processing Value (Remittances) in 2021 of $3.3 Billion,
total revenue of $48.7 Million and $6.5 Million of EBITDA
- WalletKu
- A fintech application aiming to assist Indonesian micro, small
and medium enterprises (‘MSMEs’) to develop digital selling
businesses
- Operating in the strategic cities of Jakarta, Depok, Bogor,
Bekasi, Bandung, Smarang, Solo and Yogyakarta
- Invested in strong financial partnerships that spur growth,
optimizing the entire value chain of the company
- High barriers to entry in emerging markets
- Increasing pipeline of deals for growth supported by a strong
network of strategic partnerships
- Highly experienced leader CEO, Dr. Ronnie Hui, will continue to
lead the newly-combined company
- Prior to the completion of the business combination, the
Company is expected to hire a Chief Financial Officer with U.S.
public company experience
The Company’s board is expected to be comprised of five
directors, including Eric Weinstein, INFINT’s Chairman, Sasha
Edgarov, INFINT’s CEO, Alex Kong, Seamless’ Founder and Chairman,
and two additional appointees of Seamless. At least three of the
directors will be independent, consistent with the applicable NYSE
listing rules.
Transaction Summary
Under the terms of the proposed transaction, Seamless will
combine with INFINT and will become a publicly traded entity under
a new company name. The transaction values Seamless at an
enterprise value at closing of $400 million.
In connection with the transaction, the aggregate consideration
to be paid to Seamless’ equity holders will be $400 million of
rollover equity. Assuming no redemptions by INFINT existing public
shareholders, the Company will have up to $189 million of cash on
its balance sheet following the transaction, which is expected to
provide financial flexibility and facilitate organic and inorganic
growth opportunities.
The transaction will require approval of the shareholders of
INFINT and is expected to close by the end of the first quarter of
2023, subject to the satisfaction of customary closing
conditions.
Advisors
ARC Group Limited is acting as sole financial and M&A
advisor to INFINT. Nelson Mullins Riley & Scarborough LLP is
acting as legal counsel to Seamless. Greenberg Traurig, LLP is
acting as legal counsel to INFINT.
About Seamless Group
Seamless Group Inc. pioneers a global fintech banking platform
for e-wallets, financial institutions and merchants worldwide,
delivering frictionless interoperable real-time fund transfers and
instant messaging. Our state-of-the-art digital ecosystem empowers
billions of smart consumers and businesses to win in over 150
countries.
About INFINT Acquisition Corporation
INFINT Acquisition Corporation is a Special Purpose Acquisition
Corporation (SPAC) company on a mission to bring the most promising
financial technology company from the North America, Asia, Latin
America, Europe and Israel to the U.S. public market. As a result
of the pandemic, the world around us is changing rapidly, and in
unique, unexpected ways. Thanks to growth and investment in the
global digital infrastructure, legal, healthcare, automotive,
financial, and other fields are evolving at a faster rate than ever
before. We believe that the greatest opportunities in the near
future lie in the global fintech space and are looking forward to
merging with an exceptional international fintech company.
Additional Information and Where to Find It
This press release relates to the transaction, but does not
contain all the information that should be considered concerning
the transaction and is not intended to form the basis of any
investment decision or any other decision in respect of the
transaction. INFINT intends to file with the SEC a registration
statement on Form S-4 relating to the transaction that will include
a proxy statement of INFINT and a prospectus of INFINT. When
available, the definitive proxy statement/prospectus and other
relevant materials will be sent to all INFINT shareholders as of a
record date to be established for voting on the transaction. INFINT
also will file other documents regarding the transaction with the
SEC. Before making any voting decision, investors and securities
holders of INFINT are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the
transaction as they become available because they will contain
important information about INFINT, Seamless and the
transaction.
Investors and securities holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by INFINT
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by INFINT may be obtained free of
charge from INFINT’s website at https://infintspac.com/ or by
written request to INFINT at INFINT Acquisition Corporation, 32
Broadway, Suite 401, New York, NY 10004.
Participants in the Solicitation
INFINT and Seamless and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from INFINT’s shareholders in connection with the transaction.
Information about INFINT’s directors and executive officers and
their ownership of INFINT’s securities is set forth in INFINT’s
filings with the SEC, including INFINT’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, which was filed with
the SEC on March 23, 2022. To the extent that such persons’
holdings of INFINT’s securities have changed since the amounts
disclosed in INFINT’s Annual Report on Form 10-K, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the
names and interests in the transaction of INFINT’s and Seamless’
respective directors and officers and other persons who may be
deemed participants in the transaction may be obtained by reading
the proxy statement/prospectus regarding the transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the transaction between Seamless and INFINT, including statements
regarding the benefits of the transaction, the anticipated timing
of the completion of the transaction, the services offered by
Seamless and the markets in which it operates, the expected total
addressable market for the services offered by Seamless, the
sufficiency of the net proceeds of the proposed transaction to fund
Seamless’ operations and business plan and Seamless’ projected
future results. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
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 to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including, but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all; (ii)
the risk that the transaction may not be completed by INFINT’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
INFINT; (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
business combination agreement by the shareholders of INFINT and
Seamless, the satisfaction of the minimum trust account amount
following redemptions by INFINT’s public shareholders and the
receipt of certain governmental and regulatory approvals; (iv) the
lack of a third-party valuation in determining whether or not to
pursue the transaction; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (vi) the effect of the announcement
or pendency of the transaction on Seamless’ business relationships,
performance, and business generally; (vii) risks that the
transaction disrupts current plans and operations of Seamless as a
result; (viii) the outcome of any legal proceedings that may be
instituted against Seamless, INFINT or others related to the
business combination agreement or the transaction; (ix) the ability
to meet New York Stock Exchange listing standards at or following
the consummation of the transaction; (x) the ability to recognize
the anticipated benefits of the transaction, which may be affected
by a variety of factors, including changes in the competitive and
highly regulated industries in which Seamless operates, variations
in performance across competitors and partners, changes in laws and
regulations affecting Seamless’ business and the ability of
Seamless and the post-combination company to retain its management
and key employees; (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the
transaction (xii) the risk that Seamless may fail to keep pace with
rapid technological developments to provide new and innovative
products and services or make substantial investments in
unsuccessful new products and services; (xiii) the ability to
attract new users and retain existing users in order to continue to
expand; (xiv) Seamless’ ability to integrate its services with a
variety of operating systems, networks and devices; (xv) the risk
that Seamless will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at
all; (xvi) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations;
(xvii) the risk of product liability or regulatory lawsuits or
proceedings relating to Seamless’ business; (xviii) the risk of
cyber security or foreign exchange losses; (xix) the risk that
Seamless is unable to secure or protect its intellectual property;
(xx) the effects of COVID-19 or other public health crises on
Seamless’ business and results of operations and the global economy
generally; and (xxi) costs related to the transaction. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of INFINT’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and proxy statement/prospectus
discussed above and other documents filed by INFINT from time to
time with the SEC. 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. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Seamless and
INFINT assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Seamless nor
INFINT gives any assurance that either Seamless or INFINT will
achieve its expectations.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transaction and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of INFINT
or Seamless, 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. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or exemptions
therefrom.
Non-GAAP Financial Measures
This press release uses EBITDA, which is a Non-GAAP financial
measure, to present the financial performance of Seamless. Non-GAAP
financial measures should be viewed in addition to, and not as an
alternative for, Seamless’ operating results or cash flow from
operations or any other measure of performance as determined in
accordance with GAAP. We believe the Non-GAAP financial measures
are useful to investors because such results provide insights into
underlining trends in Seamless’ business. The presentation of these
measures may not be comparable to similarly titled measures of
other companies’ reports. You should review Seamless’ audited
financial statements, which will be included in the registration
statement to be filed in connection with the proposed
transactions.
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version on businesswire.com: https://www.businesswire.com/news/home/20220804005399/en/
Investor Contacts Shannon Devine / Mark Schwalenberg MZ Group
North America 203-741-8811 shannon.devine@mzgroup.us
PR Contact Kati Waldenburg MZ Group North America 973-924-9797
kati.waldenburg@mzgroup.us
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