AGBA Acquisition Limited, 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.
For AGBA Acquisition Limited:
Gordon Lee, CEO
+852 6872 0258
For TAG Holdings Limited:
Wing Fai Ng, President
+852 3601 8363