Venus Acquisition and China-based VIYI Algorithm announced today that they have entered into a definitive merger agreement. A newly created subsidiary of Venus will be merged with and into VIYI Algo with VIYI Algo being the surviving entity and becoming a wholly owned subsidiary of Venus. Upon closing of the transaction, Venus will change its name to MicroAlgo.
The merger is structured as a stock-for-stock transaction and is intended to qualify as a tax-free reorganization. Terms provide for a valuation of VIYI Algo and its subsidiaries and businesses of $400 million. Based upon a per-share value of $10.10 per share, VIYI Algo stockholders will receive approximately 39.6 million ordinary shares of Venus which will represent approximately 85 percent of the combined outstanding shares following the closing, assuming no redemptions by Venus stockholders and conversion of the Venus outstanding rights into 485,000 ordinary shares.
As condition to closing, Venus has entered into a definitive and binding backstop and subscription agreement with Ever Abundant Investments, which has committed to backstop up to $10 million of redemption of ordinary shares by Venus stockholders or to purchase new shares from Venus at closing of the merger. Read more.
