NEW
YORK and GEORGE TOWN, Cayman
Islands, May 12, 2023 /PRNewswire/ -- Capitalworks
Emerging Markets Acquisition Corp. ("CEMAC") (NASDAQ: CMCA), a
publicly traded special purpose acquisition company organized
in the Cayman Islands to effect a
merger, stock exchange, asset acquisition, stock purchase,
recapitalization or other similar business combination, announced
an update on its previously announced initial business combination
with Lexasure Financial Group ("Lexasure" or the "Company"),
pursuant to which a new Cayman
Islands holdings company, Lexasure Financial Holdings Corp.
("Pubco"), will acquire both Lexasure and CEMAC.
CEMAC is seeking shareholder approval for a nine-month extension
to March 3, 2024, of its deadline to
complete a business combination at a shareholder meeting scheduled
for May 23, 2023.
Lexasure provides reinsurance and digital insurance solutions,
including Reinsurance-as-a-Service (RaaS), to the growing markets
of Southeast and South Asia. The
Company seeks to enable local direct insurers to compete across
emerging Asian markets through innovative product solutions
designed to empower insurers, companies, and individuals to manage
risk more effectively and accelerate their growth. These product
solutions include Lexasure's recently launched comprehensive mobile
apps, Vivacity and Flourish, which are designed to
promote healthy lifestyles, improve engagement for health insurance
providers, and provide farmers with insurance coverage and mobile
technology in the event of the failure of crops and livestock,
respectively. In its traditional lines of business, Lexasure
underwrites reinsurance and insurance and serves as a broker for a
diverse set of industries, working with over 60 primary insurers
across 22 countries in Asia, the
Middle East, and North
America.
Lexasure is led by a senior leadership team comprised of
insurance veterans and technology leaders with over 150 years of
combined industry experience. Lexasure's Chairman, Richard Goh, has over 40 years of experience in
the insurance business and is the former CEO of a Labuan composite
insurance group that has operations in Indonesia, the
Philippines, and Malaysia. Lexasure's founder and CEO,
Ian Lim, has over 25 years of
experience in the reinsurance and insurance industries, having
previously served in senior leadership roles at BMS Asia and
SiriusPoint.
Additional information on Lexasure is provided in an investor
presentation available on their investor relations website at
https://ir.lexasure.com by clicking on the Events &
Presentations page under the News & Events heading.
Important Information About the Proposed Transaction and
Where to Find It
The proposed business combination will be submitted to the
shareholders of CEMAC for their consideration and approval. Pubco
intends to file a registration statement on Form F-4 (the
"Registration Statement") with the Securities and Exchange
Commission (the "SEC"), which will include preliminary and
definitive proxy statements to be distributed to CEMAC's
shareholders in connection with CEMAC's solicitation for proxies
for the vote by CEMAC's shareholders in connection with the
proposed business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued by Pubco to Lexasure's
shareholders and CEMAC's securityholders in connection with the
completion of the proposed business combination. After the
Registration Statement has been filed and declared effective, CEMAC
will mail a definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on
the proposed business combination. CEMAC's shareholders and other
interested persons are advised to read, once available, the
Registration Statement and the preliminary proxy
statement/prospectus and any amendments thereto and, once
available, the definitive proxy statement/prospectus in connection
with CEMAC's solicitation of proxies for its special meeting of
shareholders to be held to approve, among other things, the
proposed business combination, because these documents will contain
important information about CEMAC, Lexasure, Pubco and the proposed
business combination. CEMAC shareholders and other interested
parties may also obtain a copy of the Registration Statement and
the preliminary or definitive proxy statement, once available, as
well as other documents filed with the SEC regarding the proposed
business combination and other documents filed with the SEC by
CEMAC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Capitalworks
Emerging Markets Acquisition Corp., 1345 Avenue of the Americas,
11th Floor, New York,
NY, 10105, USA.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO
BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Lexasure's, Pubco's and CEMAC's management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as a guarantee,
an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Lexasure, Pubco
and CEMAC. These forward-looking statements are subject to a number
of risks and uncertainties, including the occurrence of any event,
change or other circumstances that could give rise to the
termination of the proposed business combination; the outcome of
any legal proceedings that may be instituted against Lexasure,
Pubco or CEMAC or others following the announcement of the proposed
business combination; the inability to complete the proposed
business combination due to the failure to obtain approval of the
shareholders of Lexasure or CEMAC or to satisfy other conditions to
closing; changes to the proposed structure of the proposed business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed business combination; the
ability to meet stock exchange listing standards following the
consummation of the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations of Lexasure as a result of the announcement and
consummation of the proposed business combination; the ability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition and the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and
retain its management and key employees; costs related to the
proposed business combination; changes in applicable laws or
regulations; Lexasure's estimates of expenses and profitability and
underlying assumptions with respect to shareholder redemptions and
purchase price and other adjustments; any downturn or volatility in
economic conditions; the effects of COVID-19 or other epidemics;
changes in the competitive environment affecting Lexasure or its
customers, including Lexasure's inability to introduce new products
or technologies; the impact of pricing pressure and erosion; supply
chain risks; risks to Lexasure's ability to protect its
intellectual property and avoid infringement by others, or claims
of infringement against Lexasure; the possibility that Lexasure,
Pubco or CEMAC may be adversely affected by other economic,
business and/or competitive factors; Lexasure's estimates of its
financial performance; risks related to the fact that each of
Lexasure and Pubco is incorporated in the Cayman Islands and governed by Cayman Islands law; and those factors
discussed in CEMAC's final prospectus dated November 30, 2021, and Quarterly Report on Form
10-Q for the quarter ended September 30,
2022, in each case, under the heading "Risk Factors," and
other documents of CEMAC or Pubco filed, or to be filed, with the
SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that none of Lexasure, Pubco or CEMAC presently
knows or that Lexasure, Pubco and CEMAC currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Lexasure's, Pubco's and CEMAC's
expectations, plans, or forecasts of future events and views as of
the date of this press release. Lexasure, Pubco and CEMAC
anticipate that subsequent events and developments will cause
Lexasure's, Pubco's and CEMAC's assessments to change. However,
while Lexasure, Pubco and CEMAC may elect to update these
forward-looking statements at some point in the future, Lexasure,
Pubco and CEMAC specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing Lexasure's, Pubco's and CEMAC's assessments as of any
date after the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
CEMAC, Lexasure, Pubco and certain of their respective
directors, executive officers, and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from CEMAC's shareholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of CEMAC's shareholders in connection with the
proposed business combination will be set forth in CEMAC's proxy
statement/prospectus when it is filed with the SEC. You can find
more information about CEMAC's directors and executive officers in
CEMAC's final prospectus dated November 30,
2021. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders,
potential investors, and other interested persons should read the
proxy statement / prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Investor and Media Contacts:
Crocker Coulson, CEO, AUM Media
+1 (646) 652-7185
crocker.coulson@aummedia.org
Cody Slach
+1 (949) 574-3860
CMCA@gatewayir.com
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SOURCE Capitalworks Emerging Markets Acquisition Corp.