- HK Acquisition Corporation has announced an EGM date of 25 October 2024 to approve the proposed business combination with Synagistics announced on 28 June 2024.
- The proposed business combination values Synagistics at HK$3.5 billion.
- An Independent Board Committee has concluded that the proposal is "fair and reasonable" and recommends that independent shareholders vote in favor of the transaction.
- If the transaction is approved and closes, it will represent the first successful De-SPAC transaction on the Hong Kong Stock Exchange since the implementation of new SPAC rules in 2022
- The transaction is expected to close on 30 October 2024, at which time HK Acquisition Corporation will become Synagistics Limited and commence trading of its shares and warrants under that name on the Hong Kong Stock Exchange.
The Business Combination was first announced on 28 June 2024. The Company and Synagistics have secured investment commitments from ten PIPE investors for an aggregate amount of HK$551 million.
The Independent Board Committee (the "IBC"), established to evaluate the proposed transaction, has concluded that the proposal is "fair and reasonable" and in the best interests of the Company and its shareholders. The IBC has recommended that the independent shareholders vote in favor of the resolutions to approve the De-SPAC transaction at the upcoming EGM.
The proposed business combination values Synagistics at a negotiated value of HK$3.5 billion. Upon completion of the transaction, Synagistics will become a subsidiary of the Company, the securities of which will be publicly traded on the Hong Kong Stock Exchange under the stock code 2562.HK and the warrant code 2461.HK.
Dr. Norman Chan, Chairman and Executive Director at HK Acquisition Corporation said, "We selected Synagistics after an extensive evaluation process, and we have great confidence in Synagistics' marketing position, growth potential and the management team's capabilities. We believe this combination with Synagistics will deliver attractive returns for shareholders and contribute to the advancement of the digital economy, and we encourage SPAC shareholders to vote in favor of the transaction."
Key benefits of the De-SPAC transaction
Synagistics is a first mover in the digital solutions market in Southeast Asia
As one of the first movers in the digital solutions industry in Southeast Asia, Synagistics has established long-term relationships with brands and major e-commerce channels, leveraging its solutions and technological capabilities via its proprietary Synagie Platform.
Capable of benefiting from consumer premiumization in Southeast Asia
As a multi-regional digital solutions provider in Southeast Asia, Synagistics is well-positioned to enable its brand partners to benefit from consumer premiumization trends. This growth will be driven by strong economic growth, a large proportion of young population, the increasing number of mass-affluent individuals, and high internet penetration. Synagistics' scalable, asset-light business model allows it to more easily improve its inventory management, scale its business, strengthen its ecosystem of partnerships, and drive revenue growth.
Proceeds from the De-SPAC and access to the public market will further accelerate Synagistics growth
The proceeds will be mainly used to expand its brand partner network and develop new commerce channels, create opportunities through mergers and acquisitions, joint ventures, strategic investments, and alliances, and invest in and continue to adopt advanced technology and AI.
Details of the EGM
The EGM will be held at 8:00am on 25 October 2024 in the Hong Kong Room at 28/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. The purpose of the EGM is to seek approval for the proposed business combination with Synagistics and other related resolutions.
Shareholders are strongly encouraged to participate and cast their vote in person or by proxy (or to give instructions to their broker, custodian, nominee or other relevant person). Proxy form for the EGM is included in the Circular, which was dispatched to shareholders on 3 October 2024 and is available on the Hong Kong Stock Exchange website. Beneficial owners whose shares are deposited in CCASS should contact their broker, custodian, nominee or other relevant person who is, or has in turn deposited such shares with, a HKSCC participant regarding voting instructions to be given to such persons.
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HK Acquisition Corporation (7841: HK) is a special purpose acquisition company incorporated for the purpose of conducting an acquisition of, or a business combination with, one or more companies or operating businesses. The Company completed the SPAC Offering comprising 100,050,000 SPAC Shares at an issue price of HK$10.00 per SPAC Share and 50,025,000 SPAC Warrants on August 15, 2022.
About Synagistics Ptd. Ltd.
Synagistics Pte. Ltd. operates the Synagie Platform, a data-driven digital solutions platform in Southeast Asia. It was among the top ten digital solutions providers in Southeast Asia with a market share of approximately 3.0% in terms of revenue in 2023, according to China Insights Industry Consultancy Limited. It provides integrated digital solutions to its brand partners via two core propositions: (1) its direct-to-brands model helps brands to manage the full spectrum of their e-commerce business, while creating a unified experience for customers throughout the entire consumer journey, and (2) its direct-to-consumers model sells brands' products directly to consumers through online stores owned by Synagistics and operated under the name of its brand partners across various e-commerce channels.
These materials are not for distribution, directly or indirectly, in or into the United States or any jurisdiction where such distribution is not permitted. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933.