お知らせ • Nov 08
Worldwide Webb Acquisition Corp. (NasdaqGM:WWAC) completed the acquisition of Aeries Technology Group Private Limited from Aark Singapore Pte Ltd and others.
Worldwide Webb Acquisition Corp. (NasdaqGM:WWAC) signed a letter of intent to acquire Aeries Technology Group Private Limited from Aark Singapore Pte Ltd and others on July 7, 2022. Worldwide Webb Acquisition Corp. (NasdaqGM:WWAC) entered into a definitive merger agreement to acquire Aeries Technology Group Private Limited from Aark Singapore Pte Ltd and others for approximately $400 million on March 11, 2023. The aggregate consideration to be received by the owners of Aark Singapore Pte. Ltd. and Aeries Technology is based on a pre-transaction equity value of Aeries of $346 million. The business combination values Aeries Technology at an implied market capitalization of $656 million, assuming no redemptions by Worldwide Webb Acquisition Corp. and including $50 million of additional capital. 3.75 million shares are available to incentivize investors to not redeem shares during the closing of the transaction. Aeries existing shareholders and management are rolling 100% of their equity into the transaction. Assuming no redemptions, Aeries stockholders will own 53% in the combined company. The business combination will result in Aeries Technology becoming a publicly listed company. In connection with the business combination, Worldwide Webb Acquisition Corp. will change its name to “Aeries Technology, Inc.” immediately after the closing of the business combination, WWAC Board of Directors shall consist of seven directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of three directors, Class II consisting of two directors and Class III consisting of two directors; and the members of the board shall include Daniel Webb, current Chief Executive Officer of WWAC, and five other individuals designated by AARK, four of whom shall meet the standards of independence for companies subject to the rules and regulations of Nasdaq Stock Market. Additionally, currently serving officers of Aeries will become all of the officers of WWAC.
Completion of the proposed merger transaction is subject to customary closing conditions, including the satisfaction of the minimum available cash condition; the receipt of certain governmental approvals and the required approval by Worldwide Webb stockholders; Aeries shareholder approval shall have been obtained; WWAC’s Class A ordinary shares to be issued in connection with the business combination transactions shall have been approved for listing on the Nasdaq Global Market or the Nasdaq Capital Market, subject to official notice of issuance; no action initiated by a governmental authority shall be pending that could enjoin or prohibit the consummation of the transactions; and the receipt of an opinion on tax issues related to the transaction and accompanying reliance letter from a global accounting firm; delivery of certain ancillary agreements required to be executed and delivered in connection with the business combination; delivery of evidence of consummation of the pre-closing restructuring; and evidence that WWAC has at least $5,000,001 net tangible assets (after deducting any amounts paid to WWAC shareholders that exercise their redemption rights in connection with the Business Combination). The Board of Directors of both Aeries Technology and Worldwide Webb Acquisition Corp. have each approved the proposed transaction. Worldwide Webb's Board unanimously approved the deal. The AARK Board has also approved the transaction. Worldwide Webb Acquisition Sponsor, LLC agreed to vote at any meeting of the shareholders of WWAC all of its Class A ordinary shares held of record or thereafter acquired in favor of the proposals relating to the business combination. The transaction is expected to close in the third quarter of 2023. On April 14, 2023, Worldwide Acquisition shareholders approved to extend the date by which the company has to consummate the transaction on extraordinary general meeting of shareholders. As of October 17, 2023, the U.S. Securities and Exchange Commission declared effective the registration statement on Form S-4, as amended, which had been filed by WWAC in connection with the previously announced proposed business combination. As of November 2, 2023, Worldwide Webb Acquisition stockholders approved all proposals related to the business combination. The closing of the transaction is anticipated to occur on or about November 6, 2023.
D.A. Davidson and Roth Capital Partners are acting as capital markets advisors on the deal. Rajiv Khanna of Norton Rose Fulbright US LLP acted as legal counsel and due diligence provider to Aeries Technology and Aark Singapore and Alain Dermarkar, William B. Nelson, Ilir Mujalovic, Todd Lowther, John Cannon and John Menke of Shearman & Sterling LLP are representing and Worldwide Webb Acquisition Corp. as legal counsel and due diligence provider. Kirkland & Ellis LLP and Maples Group acted as the legal advisors to Worldwide Webb. Morrow & Co., LLC acted as the information agent to Worldwide Webb and will receive a fee of $20,000 for its services. Francis Wolf and Celeste Gonzalez of Continental Stock Transfer & Trust Company acted as the transfer agent to Worldwide Webb. Deloitte Touche Tohmatsu LLC acted as accountant to Aeries. Corporate Valuation Advisors, Inc. acted as financial advisor and fairness opinion provider to WWAC. Ernst & Young LLP and KPMG LLP acted as tax advisor and due diligence providers to WWAC.
Worldwide Webb Acquisition Corp. (NasdaqGM:WWAC) completed the acquisition of Aeries Technology Group Private Limited from Aark Singapore Pte Ltd and others on November 6, 2023.