via NewMediaWire -- Environmental Solutions Group
Holdings Limited (“ESG”), a provider of sustainable waste
solutions, and Genesis Unicorn Capital Corp. (Nasdaq: GENQ), a
special purpose acquisition company, announced today that they have
entered into a definitive merger agreement that upon closing will
result in ESG becoming a publicly traded company. The transaction
is expected to be completed in the second quarter of 2023, subject
to regulatory approvals and other customary closing conditions.
After closing, the combined entity, ESGL Holdings Limited, a Cayman
Islands exempted company (“ESGL”), is expected to trade on the
Nasdaq under the ticker symbol ESGL. The transaction reflects an
estimated pro forma enterprise value for the combined company of
approximately $161.25 million (assuming no redemptions in
connection with the transaction).
Leng Chuang Quek, CEO and Chairman of ESG,
commented, “The partnership we announced with GENQ today is a
remarkable milestone in ESG’s sustainability and circularity
journey. We believe the GENQ board’s recognition of our ambition
through this merger will allow us to accelerate our growth, expand
our reach into Southeast Asia, and continue to build on our
disruptive solutions for the circular economy. This is an exciting
time for the ESG team, our partners and everyone else who believes
that the circular economy is a critical pillar to support and
accelerate towards becoming a net zero
region.” Dr. Adeoye Olukotun, CEO of GENQ, added,
“ESG is a pioneer in terms of anchoring its waste treatment
business around the core concepts of circularity and
sustainability. Leveraging on the Singapore government’s push
towards net zero emissions by 2050, we believe ESG is well-poised
to ride the wave of the country’s push towards its sustainability
and carbon reductions targets. We look forward to working with the
ESG team in achieving their aim of becoming a market leader in the
circularity and sustainability space in Singapore and the larger
Southeast Asian markets.”
As part of the deal, ESG will retain its
experienced management team, led by CEO and Chairman Leng
Chuang Quek. The board of directors of the combined company will
consist of six directors, of whom one individual will be designated
by GENQ and of whom five individuals will be designated by ESG.
Transaction Overview Upon the closing
of the transactions contemplated by the merger agreement, (a) GENQ
will be merged with and into ESGL (the “Redomestication Merger”),
with ESGL surviving the Redomestication Merger, and (b) ESGH Merger
Sub Corp., a Cayman Islands exempted company and wholly owned
subsidiary of ESGL (“Merger Sub”), will be merged with and into ESG
(the “Acquisition Merger”), with ESG surviving the Acquisition
Merger as a direct wholly owned subsidiary of ESGL (collectively,
the “Business Combination”). Pursuant to the terms of the merger
agreement, the aggregate consideration to be paid at the closing of
the Business Combination to existing shareholders of ESG is
$75,000,000 less certain transaction costs, the net cash debt of
ESG as of the closing and an estimate of the working capital
adjustment described below (the “Merger Consideration”), which will
be paid in newly issued ordinary shares of ESGL at a deemed price
of $10.00 per share. The Merger Consideration otherwise
payable at the closing of the Business Combination to ESG
shareholders shall be reduced by 375,000 ordinary shares of ESGL
(the “Holdback Amount”). Following the final
determination of the working capital amount at closing compared to
the target working capital amount of $3,500,000, the Merger
Consideration shall be adjusted accordingly based on the working
capital adjustment provisions contained in the merger agreement,
with each ESG shareholder receiving its pro rata share of the
Holdback Amount, if any.
The Business Combination has been approved by the
boards of directors of each of GENQ and ESG. The Business
Combination will require the approval of the shareholders of GENQ
and ESG and is subject to other customary closing conditions,
including a registration statement on Form F-4 (the “Registration
Statement”), which Registration Statement will also include a proxy
statement of GENQ being filed with and cleared by the U.S.
Securities and Exchange Commission (the “SEC”). The transaction is
expected to close in the second quarter of 2023.
Additional information about the proposed Business
Combination, including a copy of the merger agreement, will be
available in a Current Report on Form 8-K to be filed by GENQ with
the U.S. Securities and Exchange Commission and
at www.sec.gov.
AdvisorsARC Group Limited is acting as sole
financial and M&A advisor to ESG. Saul Ewing LLP is acting as
US legal counsel to ESG. Taylor Wessing and Altum Law Corporation
are acting as legal counsel to ESG in international and Singapore
law, respectively. MSPC Certified Public Accountants and Advisors,
A Professional Corporation, serves as ESG’s auditor.
EF Hutton, division of Benchmark Investments, LLC,
is acting as capital markets advisor to GENQ. Loeb & Loeb LLP
is acting as US legal counsel to GENQ. Marshall & Stevens
Transaction Advisory Services LLC is acting as the fairness opinion
provider to the board of directors of GENQ.
About Genesis Unicorn Capital
Corp.Genesis Unicorn Capital Corp. (“GENQ”) is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. On February 17, 2022, GENQ consummated its initial public
offering (the “IPO”) of 8,625,000 units (including an additional
1,125,000 units pursuant to the exercise in full of the
underwriters over-allotment option) at $10.00 per unit. Each unit
consisted of one share of Class A common stock and one warrant
entitling the holder thereof to purchase one share of Class A
common stock at a price of $11.50 per share. The
aggregate gross proceeds of the IPO, including the over-allotment,
were $86,250,000, prior to deducting underwriting discounts,
commissions, and other offering expenses. EF Hutton, division
of Benchmark Investments LLC, served as the sole book-running
manager of the IPO.
Important Information About the Proposed
Business Combination and Where to Find ItFor additional
information on the proposed Business Combination, see GENQ’s
Current Report on Form 8-K to be filed with the SEC. In connection
with the Business Combination, GENQ and ESG intend to file relevant
materials with the SEC, including a registration statement on Form
F-4 (the “Registration Statement”), which Registration Statement
will also include a proxy statement of GENQ, and will file other
documents regarding the proposed Business Combination with the SEC.
Before making any voting or investment decision, GENQ’s
shareholders and other investors and interested persons are advised
to read, when available, the preliminary proxy statement/prospectus
contained in the Registration Statement, the amendments thereto and
the definitive proxy statement and documents incorporated by
reference therein filed in connection with the proposed Business
Combination, as these materials will contain important information
about ESG and GENQ and the proposed Business Combination. Promptly
after the Registration Statement is declared effective by the SEC,
GENQ will mail the definitive proxy statement/prospectus and a
proxy card to each shareholder entitled to vote at the meeting
relating to the approval of the Business Combination and other
proposals set forth in the proxy statement/prospectus. The
documents filed by GENQ with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov, or by directing a request
to Genesis Unicorn Capital Corp., 281 Witherspoon Street, Suite
120, Princeton, NJ, 08540; Attn: Samuel
Lui; samuel.lui@genesisunicorn.com; (609) 466-0792.
Participants in the SolicitationGenesis
Unicorn Capital Corp., a Delaware corporation (“GENQ”),
Environmental Solutions Group Holdings Limited, a Cayman Islands
exempted company (“ESG”), and their respective directors, executive
officers, employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
shares of GENQ common stock in respect of the proposed transaction
described herein. Information about GENQ’s directors and executive
officers and their ownership of GENQ’s common stock is set forth in
GENQ’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Form 10-K”) and the final prospectus dated
February 14, 2022 (the “Prospectus”) filed with the SEC in
connection with the IPO, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated below.
Cautionary Statement Regarding Forward-Looking
StatementsCertain statements in this press release may be
considered “forward-looking statements” within the meaning of
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as: “target,” “believe,” “expect,” “will,” “shall,”
“may,” “anticipate,” “estimate,” “would,” “positioned,” “future,”
“forecast,” “intend,” “plan,” “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this press release regarding the proposed transactions (the
“Merger”) contemplated by the Agreement and Plan of Merger (the
“Merger Agreement”) among GENQ, ESGL, ESGH Merger Sub Corp.
(“Merger Sub”), ESG and Quek Leng Chuang, solely in his capacity as
shareholder representative, agent and attorney-in-fact of the
shareholders, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company and the
expected timing of the Merger. Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, they are based only on GENQ and ESG managements’ current
beliefs, expectations and assumptions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control.
Actual results and outcomes may differ materially from those
indicated in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important
factors that could cause actual results and outcomes to differ
materially from those indicated in the forward-looking statements
include, among others, the following: (1) the occurrence of any
event that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be
instituted against GENQ, the combined company, or others following
the announcement of the Merger and the Merger Agreement; (3) the
inability to complete the Merger, including due to the failure to
obtain approval of GENQ’s stockholders or to satisfy other
conditions to closing in the Merger Agreement; (4) the amount of
redemption requests made by GENQ’s stockholders; (5) changes to the
proposed structure of the Merger that may be required or
appropriate as a result of applicable laws; (6) the ability to meet
Nasdaq listing standards following the consummation of the Merger;
(7) the risk that the Merger disrupts current plans and operations
of ESG as a result of the announcement and consummation of the
Merger; (8) the ability to recognize the anticipated benefits of
the Merger, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with third parties and
partners and retain its management and key employees; (9) costs
related to the Merger; (10) changes in applicable laws or
regulations; (11) the possibility that ESG or the combined company
may be adversely affected by other economic, business, regulatory,
and/or competitive factors; (12) the availability of capital and
ESG estimates of expenses; (13) changes in the assumptions
underlying ESG’s expectations regarding its future business or
business model; and (14) other risks and uncertainties set forth in
the Registration Statement to be filed by GENQ with the SEC in
connection with the Merger, including those under “Risk Factors”
therein, and other documents filed or to be filed from time to time
with the SEC by GENQ.
A further list and description of risks and
uncertainties can be found in the Form 10-K and in the Registration
Statement that will be filed with the SEC by GENQ in
connection with the proposed transaction, and other documents that
the parties may file or furnish with the SEC, which you are
encouraged to read. Any forward-looking statement made by us in
this press release is based only on information currently available
to GENQ and ESG and speaks only as of the date on which it is made.
GENQ and ESG undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise, except as required by
law. Forecasts and estimates regarding ESG’s industry
and end markets are based on sources GENQ and ESG believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purposes only, are not forecasts and do not reflect actual
results.
No Offer or SolicitationThis press release
is for informational purposes only and shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This
press release also shall not constitute an offer to sell or the
solicitation of an offer to buy any securities pursuant to the
Business Combination or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Genesis Unicorn Capital Corp. ContactSamuel
LuiPresident & CFO281 Witherspoon Street, Suite 120Princeton,
NJ, 08540Email: samuel.lui@genesisunicorn.comTel: (609)
466-0792
Environmental Solutions Group Holdings
Limited Contact:Lawrence Law
Chief Sustainability and Growth Officer101 Tuas
South Avenue 2Singapore 637226Email:
lawrence.law@env-solutions.comTel: (65) 6653 2299For more
information about ESG, please visit www.esgl.asia
Genesis Unicorn Capital (NASDAQ:GENQ)
Historical Stock Chart
From Sep 2024 to Oct 2024
Genesis Unicorn Capital (NASDAQ:GENQ)
Historical Stock Chart
From Oct 2023 to Oct 2024