공시 • May 19
Prenetics Group Limited completed the acquisition of Artisan Acquisition Corp. (NasdaqCM: ARTA) from Artisan LLC and others.
Prenetics Group Limited entered into a non-binding letter of intent to acquire Artisan Acquisition Corp. (NasdaqCM: ARTA) from Artisan LLC and others for $1.1 billion in a reverse merger transaction on May 29, 2021. Prenetics Group Limited entered into a definitive agreement to acquire Artisan Acquisition Corp. from Artisan LLC and others for $1.1 billion in a reverse merger transaction on September 15, 2021. The transaction values Prenetics at an enterprise value of $1.25 billion with a combined equity value of approximately $1.7 billion. As part of the transaction, Prenetics' existing equity holders will roll 100% of their equity into the combined company, demonstrating their continued commitment to Prenetics growth strategy. Prenetics will receive proceeds of up to $459 million in cash, including a fully committed PIPE and forward purchase agreements of $120 million from Aspex, PAG, Lippo, Dragonstone, Xen Capital and others, and up to $339 million of cash currently held in the trust account of Artisan Acquisition Corp. The proceeds will allow Prenetics to continue its significant growth trajectory and will be used for strategic acquisitions, R&D, product roll out and geographic expansion into the United States, EMEA and Southeast Asia. Prenetics will become publicly traded as a result of the transaction. Upon completion of the transaction, the combined company ("PubCo")'s securities will be traded on the Nasdaq under the ticker symbol "PRE". Current Prenetics shareholders will own 67.3%, Artisan shareholders will own 25.3% while PIPE investors (including investors under FPA’s) will own 7.5% of the combined company. On the Effective Date, the name of the Prenetics Group Limited shall be changed from Prenetics Group Limited to Prenetics Holding Company Limited. Immediately following the consummation of the Business Combination, the PubCo Board will consist of five directors including Danny Yeung, the co-founder of Prenetics Group, the Chief Executive Officer of Prenetics HK and chairman of the board of directors of Prenetics, Cheng Yin Pan (Ben), the Chief Executive Officer of Artisan, Cui Zhanfeng, a current director of Prenetics, and two independent directors including Woo Ian Ying and Chiu Wing Kwan (Winnie).
The merger agreement can be terminated under certain circumstances. Consummation of the transactions contemplated by agreement is subject to customary closing conditions, including approval by the shareholders of Artisan and Prenetics; the accuracy of representations and warranties to various standards, from no materiality qualifier to a material adverse effect qualifier; the bringdown to closing of a representation that no material adverse effect has occurred (both for Artisan and Prenetics); material compliance with pre-closing covenant; the delivery of customary closing certificates; the absence of a legal prohibition on consummating the transactions; PubCo’s listing application with Nasdaq being approved; the Proxy/Registration Statement shall have become effective under the Securities Act; Artisan having at least $5,000,001 of net tangible assets remaining after redemption; and the cash proceeds from the trust account established for the purpose of holding the net proceeds of Artisan’s initial public offering, plus cash proceeds from the PIPE Investments (as defined below), plus cash proceeds under the Forward Purchase Agreements (as amended by the Deeds of Novation and Amendment), plus any amount raised pursuant to permitted equity financings prior to closing of the Acquisition Merger, minus the aggregate amount payable to SPAC shareholders exercising their redemption rights, in the aggregate equaling no less than $200,000,000. The Board of Directors of Artisan and Prenetics have unanimously approved the agreement and resolved to recommend the adoption of this agreement by its shareholders. As per update on May 9, 2022, shareholders of Prenetics and Artisan Acquisition Corp. has approved the transaction. The completion of the transaction is estimated to be in the fourth quarter of 2021 or the first quarter of 2022. Completion is planned on May 18, 2022. The combined company’s securities will be traded on Nasdaq on May 18, 2022 under the ticker symbol “PRE”.
UBS Securities LLC is acting as sole financial advisor and exclusive capital markets advisor to Artisan. Citigroup Global Markets Asia Limited is acting as sole financial advisor to Prenetics. UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited are serving as placement agents on the PIPE. Jonathan B. Stone and Peter X. Huang of Skadden, Arps, Slate, Meagher & Flom LLP are serving as international legal counsel, and Mourant Governance Services (Cayman) Limited is serving as Cayman legal counsel, to Prenetics. Jesse Sheley, Joseph Raymond Casey and Ram Narayan of Kirkland & Ellis are serving as international legal counsel to Artisan Acquisition Corp. and Artisan LLC, and Appleby Global Services (Cayman) Limited is serving as Cayman legal counsel, to Artisan. Shearman & Sterling LLP is serving as international counsel to the placement agents. KPMG LLP is serving as the auditor to Prenetics. Continental Stock Transfer & Trust Company acted as exchange agent to Prenetics. Kyungwon (Won) Lee of Shearman & Sterling served as an advisor in this transaction. The transfer agent for Artisan securities is Continental Stock Transfer & Trust Company. Artisan has hired Morrow Sodali LLC to assist in the proxy solicitation process. Artisan shall pay Morrow Sodali LLC, a fixed fee of $37,500. Artisan formally engaged Deloitte Touche Tohmatsu to provide financial and tax advice. Credit Suisse (USA) LLC and UBS Securities LLC acted as due diligence provider to Artisan. Artisan formally engaged Deloitte Touche Tohmatsu to provide financial and tax advice on the potential business combination.
Prenetics Group Limited completed the acquisition of Artisan Acquisition Corp. (NasdaqCM: ARTA) from Artisan LLC and others on May 17, 2022.