AGBA Tweaks Tag Deal, Removes Minimum Cash Condition

AGBA Acquisition in an 8-K today disclosed it has pushed back the merger deadline with financial holding company TAG from Oct. 31 to Dec. 31. Both parties also agreed to waive the minimum cash condition for closing as well as a PIPE.

AGBA also arranged for holdback shares representing 3% of the aggregate stock consideration on the deal. Those shares would be released to TAG at the end of the survival period, although AGBA would be permitted to keep some stock to satisfy certain indemnification claims.

The transaction with AGBA is an all-stock deal with an enterprise value of $555 million.

AGBA had faced a market delisting last summer. A Nasdaq rule requires SPACs to close a merger deal within 36 months of their IPO, which in AGBA’s case was back in May 2019.

TAG is engaged in B2B and fintech through its subsidiaries. TAG’s operations are, and will continue to be, conducted by its Hong Kong-based operating subsidiaries post-merger if the deal is approved. Read more.

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