お知らせ • Nov 17
GLAAM CO.,LTD. acquired Jaguar Global Growth Corporation I (NasdaqGM:JGGC) from Jaguar Global Growth Partners I, LLC, Hennessy Capital Group LLC and others.
GLAAM CO.,LTD. signed a letter of intent to acquire Jaguar Global Growth Corporation I (NasdaqGM:JGGC) from Jaguar Global Growth Partners I, LLC, Hennessy Capital Group LLC and others on September 4, 2022. GLAAM CO.,LTD. entered into a definitive business combination agreement to acquire Jaguar Global Growth Corporation I from Jaguar Global Growth Partners I, LLC, Hennessy Capital Group LLC and others for approximately $230 million in a reverse merger transaction on March 2, 2023. Upon closing of the transaction, NewCo is expected to be renamed at a later date, and its ordinary shares are expected to be listed on the Nasdaq Stock Market (“Nasdaq”) under a new ticker symbol. Immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (the “New PubCo Ordinary Shares”), equal to the quotient of (1) (A) $183,600,000 plus (B) the aggregate amount of proceeds actually received pursuant to all Approved GLAAM Financings (as defined below) as of immediately prior to the effective time of the Merger, divided by (2) the redemption price per ordinary share payable to JGGC shareholders that elect to redeem JGGC ordinary shares in connection with the Business Combination (such number of shares, the “Aggregate Share Swap Consideration”), to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred. All shareholders of GLAAM will transfer their respective common shares, par value W 500 per share, of GLAAM, to Exchange Sub in connection with the exchange of GLAAM Common Shares for New PubCo Ordinary Shares pursuant to the Business Combination Agreement. Upon closing of the transaction, NewCo is expected to be renamed “Captivision Inc.” and its ordinary shares and warrants are expected to be listed on Nasdaq under the proposed ticker symbols “CAPT” and “CAPTW”.The combined company will have an estimated post-transaction enterprise value of $309 million, assuming no redemptions by Jaguar Global public shareholders. Proceeds from the transaction, before the payment of certain transaction expenses, will comprise up to $244 million of cash held in Jaguar Global’s trust account before redemptions, with approximately $200 million in net cash on the balance sheet to fund growth, assuming no redemptions by Jaguar Global public shareholders. The transaction does not include a minimum cash condition. Shareholders of GLAAM approved the transaction in an extraordinary general meeting of shareholders on July 21, 2023. GLAAM submitted a securities registration statement for the approval of a domestic merger in South Korea to the Financial Supervisory Service, which became effective on July 21, 2023. Jaguar Global and GLAAM’s respective boards of directors have unanimously approved the transaction, which is expected to close in the third quarter of 2023, subject to regulatory and shareholder approvals. GLAAM’s shareholders will roll 100% of their existing GLAAM equity holdings into the combined company and are expected to own approximately 68.8% of the combined company on a non-fully diluted basis immediately following the closing of the proposed business combination. As of August 23, 2023, Jaguar Global Growth Corporation I and GLAAM, Co., Ltd. announced Jaguar Global shareholder approval of an extension to extend the date by which Jaguar Global has to consummate a business combination (the “Termination Date”) from the original date of August 15, 2023 to September 15, 2023. Business combination was approved by Jaguar Global’s shareholders during its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) held on September 27, 2023. The amendment also allows Jaguar Global, without another shareholder vote, to elect to extend the Termination Date on a monthly basis until December 15, 2023, or a total of up to four months after the original Termination Date.Cohen & Company Capital Markets, LLC acted as financial advisor to JGGC. Oberon Securities, LLC acted as financial advisor to GLAAM CO.,LTD. Paul Hastings LLP acted as legal advisor to Jaguar Global Growth Corporation I (NasdaqGM:JGGC) in US. Yulchon and Maples and Calder (Cayman) acted as legal advisor and due diligence providers to Jaguar. White & Case LLP acted as legal advisor to GLAAM CO.,LTD in US. Lee & Ko acted as legal advisor to GLAAM CO.,LTD in Korea. Houlihan Capital acted as fairness opinion provider and financial advisor to JGGC board. Aon Korea, Inc., Aon Risk Services Central, Inc., Huntley Design Group, LLC, Ernst & Young LLP and Houlihan Capital, LLC acted as due diligence providers to JGGC. Continental Stock Transfer & Trust Company acted as transfer agent to JGGC. Houlihan Capital’s fee for evaluating the Business Combination and rendering an opinion as to its fairness is $250,000. JGGC engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $30,000. Conyers Dill & Pearman (Cayman) Limited acted as legal advisor to JGGC.GLAAM CO.,LTD. acquired Jaguar Global Growth Corporation I (NasdaqGM:JGGC) from Jaguar Global Growth Partners I, LLC, Hennessy Capital Group LLC and others on November 15, 2023. Baker & McKenzie LLP acted as legal advisor to Jaguar Global. Yoon & Yang acted as Jaguar Global and GLAAM’s FSS and SRS filing advisor.