Arabian Leisure Firm, Ltd. (“AEC”) has entered right into a enterprise mixture settlement with Sagaliam Acquisition Corp. (NASDAQ: SAGA). The mixed firm is anticipated to commerce on NASDAQ.
AEC’s enterprise mannequin focuses on three complimentary pillars – franchise eating places, tremendous eating & leisure and dwell leisure venues – in the MENA area. AEC owns the unique rights to the Applebee’s and Ocean Basket franchises in Saudi Arabia.
Transaction to offer AEC as much as $151.5 million in proceeds together with an anticipated $35 million of speedy funding by means of a PIPE and as much as $116.5 million of SPAC money held in belief, based mostly on a pre-transaction fairness worth of $379 million.
Proceeds will permit AEC to increase its presence in Saudi Arabia and the MENA area and diversify its choices throughout the meals, beverage and dwell leisure eco-systems.
LOS ANGELES, CALIFORNIA and JEDDAH, SAUDI ARABIA, Nov. 16, 2022 (GLOBE NEWSWIRE) — Arabian Leisure Firm Ltd. (“AEC”), a number one meals, beverage and leisure firm in Saudi Arabia and Sagaliam Acquisition Corp. (NASDAQ: SAGA) (“Sagaliam”), a particular function acquisition firm (“SPAC”), introduced in the present day that they’ve entered right into a definitive enterprise mixture settlement.
Beneath the phrases of the settlement, Supraeon Investments, Ltd. (“Supraeon”), the mother or father firm of AEC and Sagaliam will mix into a brand new firm that’s anticipated to be listed on NASDAQ and can undertake Tarfeeh Holdings, Ltd. as the company working model.
The transaction, as soon as accomplished, will present AEC with important further capital to proceed its progress, higher serve prospects and execute its strategic plan to turn into a number one supplier of meals and beverage and dwell leisure choices within the MENA area.
As well as, Sagaliam and AEC count on to lift an extra $35 million by means of a personal funding in public equities (“PIPE”). The anticipated $35 million from the PIPE is anticipated to be primarily utilized by AEC to pay transaction-related bills and fund the enlargement of its enterprise platform in Saudi Arabia and the MENA Area.
AEC Overview
Headquartered in Jeddah, Saudi Arabia, AEC is a premier proprietor and operator of quick informal restaurant franchises working below the Applebee’s and Ocean Basket manufacturers.
AEC has been in operation since 2001. Along with its mother or father firm, Supraeon, AEC is a portfolio firm of GLD Companions, LP., a Los Angeles based mostly non-public fairness agency (“GLD”).
Sagaliam Overview
Sagaliam is a SPAC that raised $116.5 million in its preliminary public providing on December 23, 2021.
The enterprise mixture settlement between AEC and Sagaliam requires that the sponsor agree to not promote its founder shares for a interval of twelve months after the enterprise mixture topic to the provisions of the lock up settlement. The sponsor believes that this “lock-up” interval aligns the pursuits of the sponsor with these of Sagaliam’s buyers. As such, with sure restricted exceptions, the sponsor expects to proceed to be invested within the mixed firm after the completion of the enterprise mixture.
Administration Commentary
“AEC is elevating the bar within the quick informal meals and beverage business within the MENA area and strives to create the very best expertise for patrons, companions, and staff so it could create extra moments that matter,” mentioned Omar Mirza, Interim CEO of AEC. “We’re excited to enter the general public markets by means of our enterprise mixture with Sagaliam. We count on that this capital, mixed with our management workforce’s important meals, beverage and leisure business expertise, will permit AEC to develop our workforce, increase our choices and additional spend money on our buyer expertise, whereas sustaining our core values and family-first tradition.”
“We consider AEC has turn into one of many fastest-growing suppliers of quick informal eating experiences in Saudi Arabia because of its world-class management workforce, and the constant high-quality service it supplies to prospects,” mentioned Barry Kostiner, CEO and Director of Sagaliam. “We’re assured within the AEC workforce and we consider they’re able to additional speed up their market place by means of this chance to turn into a public firm.”
“GLD is happy to help the mixture of AEC and Sagaliam. GLD initially acquired AEC due to its religion within the progress potential of AEC and the general MENA area. GLD stays dedicated to searching for out funding alternatives within the MENA area and this transaction is according to GLD’s funding technique,” mentioned Eric Miller, a spokesperson for GLD Companions, LP. “AEC and Sagaliam are perfect companions. AEC’s differentiated mannequin and monitor document of efficiency, mixed with Sagaliam’s funding, will permit AEC to increase their management place and ship shareholder worth.”
Transaction Overview
Beneath the phrases of the definitive enterprise mixture settlement, the transaction is anticipated to offer AEC as much as $151.5 million in proceeds, together with $35 million from an anticipated PIPE providing described above and $116.5 million of SPAC money in belief assuming no redemptions, based mostly on a pre-transaction fairness worth of $379 million. No further funding past the $35 million PIPE providing is contemplated for the enterprise mixture, which features a minimal internet money situation of $25 million within the combination to shut.
Upon the closing of the proposed transaction, AEC’s senior administration will proceed to serve of their present roles. The present AEC house owners will retain roughly 50% of the possession at shut, assuming no SPAC shareholder redemptions.
The respective boards of administrators of each Sagaliam and AEC have every authorized the proposed transaction. Completion of the proposed transaction is topic to approval of Sagaliam stockholders and different customary closing situations. The events count on that the proposed transaction shall be accomplished within the first half of 2023.
A extra detailed description of the transaction phrases and a duplicate of the definitive enterprise mixture settlement shall be included in a Present Report on Type 8-Ok to be filed by Sagaliam with america Securities and Change Fee (the “SEC”). Sagaliam or one in every of its subsidiaries or associates will file a registration assertion (which can comprise a proxy assertion and prospectus) with the SEC in reference to the transaction.
Investor Convention Name
AEC and Sagaliam will host a joint investor convention name discussing the enterprise and the proposed transaction. Data as to how one can be part of the decision shall be made out there at both https://sagaliam.com or www.tarfeehksa.com.
For Investor Relations, together with a duplicate of an investor presentation as filed with the SEC, please go to the Sagaliam web site at www.sagaliam.com or the SEC’s web site for Sagaliam’s filings at: https://sec.report/CIK/0001855351.
Advisors
King & Spalding LLP is serving as authorized advisor to AEC and Mayer Brown LLP and Al Akeel & Companions are serving as authorized advisors to Sagaliam. Marshall & Stevens, Inc. has delivered a equity opinion to a Particular Committee of the Board of Administrators of Sagaliam in reference to the proposed transaction.
Vital Details about the Proposed Enterprise Mixture and The place to Discover It
This doc pertains to a proposed transaction between AEC and Sagaliam. This doc doesn’t represent a proposal to promote or trade, or the solicitation of a proposal to purchase or trade, any securities, nor shall there be any sale of securities in any jurisdiction through which such provide, sale or trade could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. Sagaliam intends to file a preliminary proxy assertion with the SEC in reference to the proposed transaction. Sagaliam will mail the definitive proxy assertion to all Sagaliam shareholders. Sagaliam additionally will file different paperwork concerning the proposed transaction with the SEC. Earlier than making any voting choice, buyers and safety holders of Sagaliam are urged to learn the preliminary proxy assertion (and, when out there, the definitive proxy assertion) and all different related paperwork filed or that shall be filed with the SEC in reference to the proposed transaction as they turn into out there as a result of they may comprise vital details about the proposed transaction.
Traders and safety holders will be capable of acquire free copies of the proxy assertion and all different related paperwork filed or that shall be filed with the SEC by Sagaliam by means of the web site maintained by the SEC at www.sec.gov.
Members in Solicitation
Sagaliam and AEC and their respective administrators and govt officers could also be deemed to be individuals within the solicitation of proxies from Sagaliam Acquisition Corp.’s shareholders in reference to the proposed transaction. A listing of the names of the administrators and govt officers of Sagaliam and knowledge concerning their pursuits within the enterprise mixture shall be contained within the proxy assertion when out there. You might acquire free copies of those paperwork as described within the previous paragraph.
Non-Solicitation
This press launch shouldn’t be a proxy assertion or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed enterprise mixture. This press launch shall additionally not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions through which such provide, solicitation, or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Assertion Concerning Ahead-Trying Statements
This doc incorporates sure forward-looking statements throughout the which means of the federal securities legal guidelines with respect to the proposed transaction between AEC and Sagaliam. These forward-looking statements usually are recognized by the phrases “consider,” “mission,” “count on,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “could,” “ought to,” “will,” “would,” “shall be,” “will proceed,” “will possible end result,” and comparable expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which are based mostly on present expectations and assumptions and, because of this, are topic to dangers and uncertainties. Many elements might trigger precise future occasions to vary materially from the forward-looking statements on this doc, together with however not restricted to: (i) the danger that the transaction will not be accomplished in a well timed method or in any respect, which can adversely have an effect on the worth of Sagaliam’s securities, (ii) the danger that the transaction will not be accomplished by Sagaliam’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by Sagaliam, (iii) the failure to fulfill the situations to the consummation of the transaction, together with the approval by the shareholders of Sagaliam and the receipt of sure governmental and regulatory approvals, (iv) the shortage of a 3rd occasion valuation in figuring out whether or not or to not pursue the transaction, (v) the incidence of any occasion, change or different circumstance that might give rise to the termination of the Enterprise Mixture Settlement, (vi) the impact of the announcement or pendency of the transaction on AEC’s enterprise relationships, working outcomes and enterprise usually, (vii) dangers that the proposed transaction disrupts present plans and operations of AEC and potential difficulties in AEC’s worker retention on account of the transaction, (viii) the result of any authorized proceedings which may be instituted in opposition to AEC or in opposition to Sagaliam associated to the Enterprise Mixture Settlement or the transaction, (ix) the power to keep up the itemizing of the Sagaliam’s securities a nationwide securities trade, (x) the worth of Sagaliam’s securities could also be unstable on account of a wide range of elements, together with adjustments within the aggressive industries through which Sagaliam plans to function or AEC operates, variations in working efficiency throughout opponents, adjustments in legal guidelines and rules affecting Sagaliam’s or AEC’s enterprise and adjustments within the mixed capital construction, (xi) the power to implement enterprise plans, forecasts, and different expectations after the completion of the proposed transaction, and determine and notice further alternatives, and (xii) the danger of downturns and a altering regulatory panorama within the extremely aggressive meals and beverage business. The foregoing listing of things shouldn’t be exhaustive. It’s best to fastidiously think about the foregoing elements and the opposite dangers and uncertainties described within the “Danger Components” part of Sagaliam ‘s registration on Type S-1, the proxy assertion that shall be filed as mentioned beneath and different paperwork filed by Sagaliam once in a while with the SEC. These filings determine and tackle different vital dangers and uncertainties that might trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and AEC and Sagaliam assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case. AEC nor Sagaliam offers any assurance that both AEC or Sagaliam or the mixed firm will obtain its expectations.
CONTACT INFORMATION
Eric Miller
GLD Companions, LP
213-315-2550
press@gldlp.com
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