namah sivaya
4 years ago
all the chinese financials are going big time!! JRJC WINS JFIN LYL
PAAC should be next since it is Lion Financial!!!
About Lion Financial Group Limited
Lion operates state-of-the-art trading platforms that offer a wide spectrum of products and services, with a focus on Chinese investors. Lion’s products and services include (i) contract-for-difference (CFD) trading service, (ii) insurance agency service, (iii) futures brokerage service, (iv) securities brokerage service and (v) asset management service. Lion enables these services through a variety of applications available on iOS, Android, PC and Mac platforms. Lion’s clients are concentrated on well-educated and affluent Chinese investors residing inside and outside the PRC (other than in the United States), as well as institutional clients in Hong Kong that use its futures brokerage service.
https://www.globenewswire.com/news-release/2020/03/11/1998447/0/en/Proficient-Alpha-Acquisition-Corp-and-Lion-Financial-Group-Limited-Announce-Execution-of-Definitive-Business-Combination-Agreement.html
roficient Alpha Acquisition Corp., a Nevada corporation (“Proficient”) (NASDAQ:PAAC) and special purpose acquisition company formed for the purpose of entering into a business combination, and Lion Financial Group Limited, a British Virgin Islands corporation (“Lion”) and Hong Kong-based diversified financial services company, announced today they have entered into a definitive business combination agreement (the “BCA”) for a transaction valued at approximately $125 million.
Stephen Sze, Proficient’s CEO said “It’s my great pleasure to announce today that Proficient and Lion Financial Group will merge to create a premier financial services provider. The combined company will have the passion and capabilities to compete more effectively and profitably in the global marketplace. The goal can be achieved as a result of integration of our competitive advantages.”
“Since the founding of our company four years ago, Lion has been a disruptive force and delivered top-of-the-class tools and services to our clients.” said Mr. Jian Wang, Chairman of Lion. “By becoming a public company, we will be able to leverage our unique business model on a much larger scale, catapulting our business into an exciting new phase of growth toward a major brand name in the financial services industry.”
Pursuant to the BCA, at the closing of the transactions, a newly formed Cayman Islands holding company (“Pubco”) will acquire 100% of the issued and outstanding shares of Lion in exchange for newly issued shares of Pubco, and Proficient will merge with a newly formed subsidiary of Pubco, pursuant to which each Proficient securityholder will receive in exchange for their Proficient securities a substantially equivalent security of Pubco (the “Transaction”). Following the Transaction, each of Proficient and Lion will become a wholly-owned subsidiary of Pubco. The Transaction closing is subject to customary conditions and is currently expected to occur in the second calendar quarter of 2020.
The value of the Pubco shares to be issued to the Lion shareholders at the closing will be based on an enterprise value of Lion of $125 million, subject to adjustment based on Lion’s net debt, transaction expenses and working capital as of the closing. In the Transaction, certain Lion shareholders currently owning approximately 75% of the issued and outstanding capital shares of Lion will receive new Pubco Class B stock entitling them to 10 votes per share. Assuming no redemption by Proficient shareholders and no purchase price adjustments, immediately following the closing, the current shareholders of Lion and Proficient are expected to hold approximately 44% and 56% of the economic value of the issued and outstanding shares of Pubco, respectively. Holders of the Pubco Class B stock collectively are expected to hold a majority of the voting power of Pubco following the closing. As part of the transaction, 45% of the Pubco shares being issued to Lion shareholders in the form of Pubco Class B stock will be placed into escrow, with 15% to be used to satisfy post-closing purchase price adjustments and indemnification claims and 30% subject to vesting upon Lion satisfying certain net income milestones. All cash remaining in Proficient at the closing of the Transaction after paying off transaction expenses and Proficient liabilities is expected to be used for Lion’s growth.
Following the closing of the Transaction, the Pubco will be led by Lion’s current management team, with Mr. Wilson (Chunning) Wang as Chief Executive Officer, Mr. Hua Luo as Chief Operating Officer, and Mr. Jian Wang as Chairman of the Board of Directors. Lion will remain headquartered in Hong Kong.
makinezmoney
4 years ago
$PAAC: Merger with Lion Financial
June 04 2020 - 01:40PM
GlobeNewswire Inc. Print
Proficient Alpha Acquisition Corp. (“Proficient” or the “Company”) (Nasdaq: PAAC) announced today that it held a special meeting of stockholders (the “Merger Meeting”) and the stockholders approved a business combination agreement, dated as of March 10, 2020 (as amended and restated on May 12, 2020, the “Business Combination Agreement”) with Lion Financial Group Limited, a Chinese investor-focused trading platform that offers a wide spectrum of products and services (“Lion”), Lion Group Holding Ltd. (“Pubco”) and the other parties thereto, and the transactions contemplated thereby (the “Business Combination”) (the “Business Combination Proposal”). The Business Combination Proposal and each of the other proposals voted on at the Merger Meeting were approved. The parties expect the closing of the Business Combination to take place when all closing conditions as contemplated by the Business Combination Agreement have been satisfied or waived, as applicable. Following the Business Combination, each of Proficient and Lion will become a wholly-owned subsidiary of Pubco and the American Depositary Shares and warrants of Pubco are expected to trade on the Nasdaq Capital Market under the symbols “LGHL” and “LGHLW,” respectively.
Proficient also announced today that it held a second special meeting of stockholders at which the stockholders approved an amendment to Proficient’s amended and restated articles of incorporation, as amended, thereby extending the date by which Proficient has to consummate a Business Combination from June 3, 2020 to September 3, 2020.
In connection with the above amendment, Lion exercised its right under the Business Combination Agreement to extend the outside date of such agreement to July 3, 2020.
Stockholders holding an aggregate of 11,049,426 public shares exercised their right to redeem such public shares for a pro rata portion of Proficient’s trust account in connection with the special meetings. As a result, approximately $112.54 million (or $10.185 per share) was removed from Proficient’s trust account to pay such stockholders.
About Lion
Lion is one of the few Chinese investor-focused trading platforms that offers a wide spectrum of products and services. Lion’s business lines include (i) CFD (which is a contract for differences, an agreement between an investor and a CFD broker to exchange the difference in the value of a financial product between the time the contract opens and closes) trading service, (ii) insurance brokerage service, (iii) futures brokerage service, (iv) securities brokerage service and (v) asset management service. Lion provides these services mainly through its all-in-one Lion Brokers Pro app, as well as through other apps, which are available on iOS, Android and PC Mac platforms. Lion’s clients are mostly well-educated and affluent Chinese investors residing both inside and outside the PRC, as well as institutional clients in Hong Kong that use Lion’s futures brokerage service. Lion’s trading platform allows users to trade more than 100 futures products on major futures exchanges worldwide. In addition, Lion’s clients may also use its platform to trade various financial products, such as stock indices, commodities, futures, forex, exchange traded funds (ETFs), warrants and callable bull/bear contracts, on global exchanges or over-the-counter (OTC) markets.
About Proficient
Proficient is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Proficient’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although Proficient intends to focus its search on companies which provide financial services in Asia, primarily China.
Forward-Looking Statements
This release contains forward-looking statements that involve risks and uncertainties concerning the consummation of the Business Combination. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These risks and uncertainties could cause actual results or outcomes to differ materially from those indicated by such forward looking-statements. Most of these factors are outside the control of Proficient, Lion or Pubco and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against Proficient, Lion or others following announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to satisfy conditions to closing in the Business Combination Agreement; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) the inability to obtain or maintain the listing of Pubco’s securities on The Nasdaq Stock Market following the Business Combination, including having the requisite number of stockholders; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Lion, Pubco or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”) by Proficient or Pubco. Readers are referred to the most recent reports filed with the SEC by Proficient and Pubco. Readers are cautioned that the foregoing list of factors is not exclusive, and not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law, whether as a result of new information, future events or otherwise.
The foregoing listing of risks is not exhaustive. These risks, as well as other risks associated with the transaction, are further discussed in Proficient’s proxy statement/prospectus filed with the SEC in connection with the transaction. Additional risks and uncertainties are identified and discussed in Proficient’s reports and Pubco’s registration statement on Form F-4, which was declared effective by the SEC on May 20, 2020, and available at the SEC’s website at www.sec.gov. Forward-looking statements included in this press release speak only as of the date of this press release. Proficient undertakes and assumes no obligation, and does not intend, to update any forward-looking statements, except as required by law.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering 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.
No Assurances
There can be no assurance that the potential benefits of combining the companies will be realized. The description of the Business Combination and the transactions contemplated thereby contained herein is only a summary and is qualified in its entirety by the disclosures in Pubco’s registration statement on Form F-4, and by the definitive agreements relating to the Business Combination, copies of which have been filed by Proficient and Pubco with the SEC.
Company Contact:
Mr. Kin Sze
Proficient Alpha Acquisition Corp.
40 Wall St., 29th Floor
New York, New York 10005
Tel. (917) 289-0932
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