ALTR GROW Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Altimeter and Grab.
The Business Combination
The Business Combination Agreement provides for, among other things, the
following transactions on the closing date: (i) Altimeter will merge with and
into Merger Sub 1, with Merger Sub 1 as the surviving company in the merger and,
after giving effect to such merger, continuing as a wholly owned subsidiary of
The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Altimeter's shareholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding ordinary share and preferred share in Grab will be cancelled and exchanged for the fraction of a PubCo Class A ordinary share equal to the Exchange Ratio (as defined in the Business Combination Agreement), provided that each issued and outstanding Key Executive Share (as defined in the Business Combination Agreement) will be cancelled and exchanged for the fraction of a PubCo Class B ordinary share equal to the Exchange Ratio; (ii) (x) each issued and outstanding Grab option, Grab restricted stock, and Grab restricted stock unit will be converted into an option to purchase PubCo Class A ordinary shares, an award of restricted PubCo Class A ordinary shares, and an award of restricted share units representing the right to receive PubCo Class A ordinary shares, respectively, under the PubCo Incentive Equity Plan (as defined in the Business Combination Agreement), each subject to substantially the same terms, as adjusted for the Exchange Ratio and (y) each issued and outstanding Key Executive Option, Key Executive Restricted Stock and Key Executive RSU (each as defined in the Business Combination Agreement) will be converted into an option to purchase PubCo Class B ordinary shares, an award of restricted PubCo Class B ordinary shares, and an award of restricted share units representing the right to receive PubCo Class B ordinary shares, respectively, under the PubCo Incentive Equity Plan, each subject to substantially the same terms, as adjusted for the Exchange Ratio; (iii) (x) each issued and outstanding Altimeter Unit will be automatically detached and the holder will be deemed to hold one Altimeter Class A ordinary share and one-fifth of an Altimeter warrant and (y) each issued and outstanding Altimeter Class A ordinary share and Altimeter Class B ordinary share will be cancelled and exchanged for one PubCo Class A ordinary share; and (iv) each issued and outstanding Altimeter warrant will be converted into a warrant to purchase one PubCo Class A Ordinary Share. -------------------------------------------------------------------------------- Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the parties thereto that are customary for transactions of
this type. The parties have also agreed, among other things, (i) that, subject
to receiving the necessary shareholder approval,
Conditions to
The obligations of Altimeter and Grab to consummate the Business Combination is
subject to certain closing conditions, including but not limited to, (i) the
Registration Statement (as defined below) has become effective; (ii) the
approval of the Altimeter and the Grab shareholders of the transactions
contemplated in the Business Combination Agreement and the other transaction
proposals has been obtained; (iii)
Termination
The Business Combination Agreement may be terminated under customary and limited
circumstances prior to the Closing of the Business Combination, including, but
not limited to: (i) by mutual written consent of Altimeter and Grab, (ii) by
Altimeter if the representations and warranties of Grab are not true and correct
at the standards specified in the Business Combination Agreement or if Grab
fails to perform any covenant or agreement set forth in the Business Combination
Agreement such that certain conditions to closing cannot be satisfied and the
breach or breaches of such representations or warranties or the failure to
perform such covenant or agreement, as applicable, are not cured or cannot be
cured within certain specified time periods, (iii) by Grab if the
representations and warranties of Altimeter are not true and correct at the
standards specified in the Business Combination Agreement or if any of
Altimeter,
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The shares of PubCo Class A Ordinary Shares
to be offered and sold in connection with the PIPE Financing, the Backstop
Subscription Agreement and the Forward Purchase Agreements (and, in the case of
the Forward Purchase Agreements only, the
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.3 and incorporated herein by reference is the investor presentation dated April, 2021, for use by Grab and Altimeter in meetings with certain of its shareholders as well as other persons with respect to the Business Combination, as described in this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Altimeter under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9. -------------------------------------------------------------------------------- Forward-Looking Statements
This Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this "communication") includes "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Altimeter and Grab, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the Business Combination; changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations; the inability of the parties to successfully or
timely consummate the Business Combination, the PIPE Financing and the other
transactions in connection therewith, including as a result of the COVID-19
pandemic or the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the Business Combination or that
the approval of the shareholders of Altimeter or Grab is not obtained; the risk
that the business combination disrupts current plans and operations of Altimeter
or Grab as a result of the announcement and consummation of the Business
Combination; the ability of Grab to grow and manage growth profitably and retain
its key employees including its chief executive officer and executive team; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on Nasdaq following the Business Combination; failure to realize the
anticipated benefits of Business Combination; risk relating to the uncertainty
of the projected financial information with respect to Grab; the amount of
redemption requests made by Altimeter's shareholders and the amount of funds
available in the Altimeter trust account; the overall level of demand for Grab's
services; general economic conditions and other factors affecting Grab's
business; Grab's ability to implement its business strategy; Grab's ability to
manage expenses; changes in applicable laws and governmental regulation and the
impact of such changes on Grab's business, Grab's exposure to litigation claims
and other loss contingencies; the risks associated with negative press or
reputational harm; disruptions and other impacts to Grab's business, as a result
of the COVID-19 pandemic and government actions and restrictive measures
implemented in response; Grab's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, Grab's
technology infrastructure; changes in tax laws and liabilities; and changes in
legal, regulatory, political and economic risks and the impact of such changes
on Grab's business. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of
Important Information About the Proposed Transactions and Where to Find It
This communication relates to a proposed Business Combination between Grab and Altimeter. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to shareholders of Altimeter for their consideration.
After the Registration Statement has been filed and declared effective,
Altimeter 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. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus or any other
document that Altimeter will send to its shareholders in connection with the
Business Combination. Altimeter's shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement/prospectus and
any amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with Altimeter's solicitation of proxies for
its special meeting of shareholders to be held to approve, among other things,
the proposed transactions, because these documents will contain important
information about Altimeter,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description 2.1 Business Combination Agreement, dated as ofApril 12, 2021 , by and amongAltimeter Growth Corp. ,J1 Holdings Inc. ,J2 Holdings Inc. ,J3 Holdings Inc. andGrab Holdings Inc. 10.1 Sponsor Subscription Agreement, dated as ofApril 12, 2021 , by and amongAltimeter Growth Corp. ,J1 Holdings Inc. andAltimeter Partners Fund . 10.2 Backstop Subscription Agreement, dated as ofApril 12, 2021 , by and amongAltimeter Growth Corp. ,J1 Holdings Inc. andAltimeter Partners Fund . 10.3 Voting, Support and Lock-Up Agreement and Deed No. 1, dated as ofApril 12, 2021 ,Altimeter Growth Corp. ,J1 Holdings Inc. , Grab, and the other parties named therein. 10.4 Voting, Support and Lock-Up Agreement and Deed No. 2, dated as ofApril 12, 2021 ,Altimeter Growth Corp. ,J1 Holdings Inc. , Grab, and the other parties named therein. 10.5 Voting and Support Agreement and Deed No. 3, dated as ofApril 12, 2021 ,Altimeter Growth Corp. ,J1 Holdings Inc. , Grab, and the other parties named therein. 10.6 Sponsor Support and Lock-Up Agreement and Deed, dated as ofApril 12, 2021 , by and among Altimeter,Altimeter Growth Holdings ,J1 Holdings Inc. and Grab. 10.7 Amended and Restated Registration Rights Agreement, dated as ofApril 12, 2021 , by and amongAltimeter Growth Corp. ,Altimeter Growth Holdings ,J1 Holdings Inc. and the undersigned parties listed as "Investors" thereto. 10.8 Assignment, Assumption and Amendment Agreement, datedApril 12, 2021 , betweenContinental Stock Transfer & Trust Company andAltimeter Growth Corp. 10.9 Amended and Restated Forward Purchase Agreement, datedApril 12, 2021 , by and betweenAltimeter Growth Corp. ,Altimeter Partners Fund, L.P. andJ1 Holdings Inc. 10.10 Amended and Restated Forward Purchase Agreement, datedApril 12, 2021 , by and betweenAltimeter Growth Corp. ,JS Capital LLC andJ1 Holdings Inc. 10.11 Shareholder Deed, datedApril 12, 2021 , by and amongJ1 Holdings Inc. ,Altimeter Growth Holdings ,Grab Holdings Inc. ,Anthony Tan Ping Yeow and the other parties named therein. 99.1 Press Release, datedApril 13, 2021 . 99.2* Investor Presentation (Full Version), datedApril 2021 . 99.3* Investor Presentation (Webcast Version), datedApril 2021 . 99.4* Investor Webcast Transcript. 99.5* Grab Corporate Film Transcript, datedApril 13, 2021 . 99.6* Grab Corporate Video Transcript, datedApril 13, 2021 . 99.7* Grab Product Video Transcript,April 13, 2021 . 99.8* Transcript of Altimeter Introduction Video. 99.9*The Grab Way . 99.10* Infographics. * Previously filed. --------------------------------------------------------------------------------
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