Item 1.01 Entry Into A Material Definitive Agreement.
Amendment to Business Combination Agreement
On March 30, 2022, (i) Artisan Acquisition Corp., a Cayman Islands exempted
company ("Artisan"), (ii) Prenetics Global Limited, a Cayman Islands exempted
company ("PubCo"), (iii) AAC Merger Limited, a Cayman Islands exempted company
and a direct wholly owned subsidiary of PubCo ("Merger Sub 1"), (iv) PGL Merger
Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary
of PubCo ("Merger Sub 2") and (v) Prenetics Group Limited, a Cayman Islands
exempted company ("Prenetics") entered into the Amendment to Business
Combination Agreement (the "BCA Amendment") to the previously announced Business
Combination Agreement by and among Artisan, PubCo, Merger Sub 1, Merger Sub 2
and Prenetics (the "Original BCA").
The BCA Amendment provides, among other things, that (i) the exchange ratio at
which each Class A ordinary share, par value $0.0001 per share, of Artisan (each
an "Artisan Share") issued and outstanding immediately prior to the effective
time of the Initial Merger (excluding Artisan Shares that are held by Artisan
shareholders that validly exercise their redemption rights, Artisan Shares that
are held by Artisan shareholders that exercise and perfect their relevant
dissenters' rights and Artisan treasury shares) shall be cancelled in exchange
for the right to receive the number of newly issued PubCo Class A Ordinary
Shares equal to the Class A Exchange Ratio (as defined below); (ii) the number
of PubCo Class A Ordinary Shares issuable upon exercise of each PubCo warrant
converted from each whole Artisan public warrant is amended from one to the
Class A Exchange Ratio; (iii) the "Price per Share" for the purpose of
calculating the exchange ratio at which Prenetics shares exchange into PubCo
Class A Ordinary Shares in the Acquisition Merger is reduced to an amount equal
to (a) (x) $1,150,000,000 minus (y) $20,520,000, divided by (b) the
Fully-Diluted Company Shares (as defined below); and (iv) the size of the board
of directors of PubCo immediately following the closing of Acquisition Merger
will be reduced from six members to five members.
"Class A Exchange Ratio" is defined in the BCA Amendment as the lower of:
(A) 1.29; and (B) (1) (x) the Post-Redemption SPAC Share Number (as defined
below), plus (y) 3,000,000, divided by (2) the Post-Redemption SPAC Share
Number. "Fully-Diluted Company Shares" is defined in the Original BCA to mean,
without duplication, (a) the aggregate number of Prenetics shares (i) that are
issued and outstanding immediately prior to the effective time of the
Acquisition Merger and (ii) that are issuable upon the exercise of all Prenetics
restricted share units, options, warrants, convertible notes and other equity
securities of Prenetics that are issued and outstanding immediately prior to the
effective time of the Acquisition Merger, including an aggregate of 776,432
shares to be issued by Prenetics as deferred consideration of Prenetics
Limited's acquisition of Oxsed Limited, minus (b) Prenetics' treasury shares.
"Post-Redemption SPAC Share Number" is defined in the BCA Amendment as (a) the
aggregate number of Artisan Shares outstanding as of immediately prior to the
Class B Recapitalization (as defined below), minus (b) the treasury shares held
by Artisan and outstanding immediately prior to the Class B Recapitalization,
minus (c) the Artisan Shares subject to the redemptions outstanding immediately
prior to the Class B Recapitalization.
The foregoing description of the BCA Amendment does not purport to be complete
and is qualified in its entirety by the terms and conditions of the BCA
Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Other Agreements
In connection with and concurrently with the entry into the BCA Amendment, the
following agreements were also entered into by the relevant parties:
Sponsor Agreement
Concurrently with the entry into the BCA Amendment, PubCo, Prenetics, Artisan,
Artisan LLC, a Cayman Islands limited liability company (the "Sponsor") and the
Artisan independent directors entered into a Sponsor Forfeiture and Conversion
Agreement (the "Sponsor Agreement"), pursuant to and subject to the terms of
which, among other things, immediately prior to the consummation of the Initial
Merger, (i) all 9,133,558 outstanding Class B ordinary shares, par value of
$0.0001 per share, of Artisan (each a "Founder Share") held by Sponsor shall be
exchanged and converted into the number of Artisan Shares equal to
(x) 6,933,558, divided by (y) the Class A Exchange Ratio; (ii) the aggregate of
100,000 outstanding Founder Shares held by the Artisan independent directors
shall be exchanged and converted into the number of Artisan Shares equal to
(x) 100,000, divided by (y) the Class A Exchange Ratio; and (iii) the Sponsor
shall automatically irrevocably surrender and forfeit to Artisan for no
consideration, as a contribution to capital, the number of Artisan private
placement warrants equal to (x) 5,857,898, minus (y) the quotient obtained by
dividing 5,857,898 by the Class A Exchange Ratio (the foregoing transactions
described in (i) through (iii), together with the FPA Share Conversion (as
defined below), collectively, the "Class B Recapitalization").
The foregoing description of the Sponsor Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Sponsor Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Amendment to PIPE Subscription Agreements
Concurrently with the execution of the Original BCA on September 15, 2021,
certain investors (each a "PIPE Investor") entered into share subscription
agreements (each, a "PIPE Subscription Agreement"), pursuant to which the PIPE
Investors agreed to subscribe for and purchase a total of 6,000,000 PubCo
Class A Ordinary Shares at $10.00 per share for an aggregate purchase price of
$60,000,000 immediately prior to closing of the Acquisition Merger.
Concurrently with the execution of the BCA Amendment, each PIPE Subscription
Agreement was amended pursuant to an amendment agreement (each a "PIPE Amendment
Agreement") such that the PIPE Investors agreed to subscribe for and purchase a
total of PubCo Class A Ordinary Shares in such number equal to the product of
(i) 6,000,000 multiplied by (ii) the Class A Exchange Ratio, for an aggregate
purchase price of $60,000,000.
The foregoing description of the PIPE Amendment Agreements does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
PIPE Amendment Agreements, the form of which is attached hereto as Exhibit 10.2
and is incorporated herein by reference.
Amendment to Deeds of Novation and Amendment to Forward Purchase Agreement
Concurrently with the execution of the Original BCA on September 15, 2021,
certain anchor investors (each an "Anchor Investor") entered into deeds of
novation and amendment (each a "Deed of Novation and Amendment") to amend that
certain forward purchase agreements by and among Artisan, the respective Anchor
Investor and other parties thereto, such that the Anchor Investors agreed to
purchase an aggregate of 6,000,000 PubCo Class A Ordinary Shares plus 1,500,000
redeemable PubCo warrants, for a purchase price of $10.00 per PubCo Class A
Ordinary Share, as applicable, or $60,000,000 in the aggregate, in a private
placement to close immediately prior to the closing of the Acquisition Merger.
Concurrently with the execution of the BCA Amendment, the Deeds of Novation and
Amendment were amended pursuant to deeds of amendment (each a "FPA Amendment
Deed"), which provide, among other things, that (i) immediately prior to the
consummation of the Initial Merger, the aggregate of 750,000 outstanding Founder
Shares held by the Anchor Investors shall be exchanged and converted into
750,000 Artisan Shares on an one-for-one basis (the "FPA Share Conversion");
(ii) the Anchor Investors agreed to purchase an aggregate of (a) PubCo Class A
Ordinary Shares in such number equal to the product of (x) 6,000,000 multiplied
by (y) the Class A Exchange Ratio and (b) 1,500,000 redeemable PubCo warrants,
for an aggregate purchase price of $60,000,000; and (iii) the period during
which the Anchor Investors are contractually restricted from transferring or
otherwise disposing of any PubCo Class A Ordinary Shares acquired by the Anchor
Investors in the Initial Merger by virtue of holding Artisan Shares is reduced
from one year after the closing of Acquisition Merger to six months after the
closing of Acquisition Merger, subject to earlier release if certain criteria
are met.
The foregoing description of the FPA Amendment Deeds does not purport to be
complete and is qualified in its entirety by the terms and conditions of the FPA
Amendment Deeds, the form of which is attached hereto as Exhibit 10.3 and is
incorporated herein by reference.
Amendment to Sponsor Support Agreement
Concurrently with the execution of the Original BCA on September 15, 2021, the
Sponsor, Artisan, PubCo, Prenetics and certain directors and officers of Artisan
listed thereto entered into a Sponsor support agreement and deed (the "Sponsor
Support Agreement"), pursuant to which the Sponsor agreed to, among other
things, give certain voting and lock-up covenants in favor of Artisan, PubCo
and/or Prenetics, as applicable.
Concurrently with the execution of the BCA Amendment, parties to the Sponsor
Support Agreement entered into a deed of amendment to the Sponsor Support
. . .
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is an investor presentation that Artisan has prepared that updates the
transaction summary previously included in the Investor Presentation filed with
the U.S. Securities and Exchange Commission (the "SEC") by Artisan on
September 16, 2021 and summarizes the implications of the BCA Amendment and the
Sponsor Agreement for Artisan's public shareholders.
The foregoing is being furnished pursuant to Item 7.01 and shall not be deemed
to be filed for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference into any filing of Artisan under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report will not be deemed
an admission as to the materiality of any of the information in this Item 7.01.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
that are based on beliefs and assumptions and on information currently available
to Artisan and Prenetics, and also contains certain financial forecasts and
projections.
All statements other than statements of historical fact contained in this
Current Report, including, but not limited to, statements as to future results
of operations and financial position, Prenetics' plans for new product
development and geographic expansion, objectives of management for future
operations of Prenetics, projections of market opportunity and revenue growth,
competitive position, technological and market trends, the sources and uses of
cash from the proposed transaction, the anticipated enterprise value of PubCo
following the consummation of the proposed transaction, anticipated benefits of
the proposed transaction and expectations related to the terms of the proposed
transaction, are also forward-looking statements. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. These statements are based upon
estimates and forecasts and reflect the views, assumptions, expectations, and
opinions of Artisan and Prenetics, which involve risks, uncertainties and other
factors that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or implied by these
forward-looking statements. Any such estimates, assumptions, expectations,
forecasts, views or opinions, whether or not identified in this Current Report,
should be regarded as indicative, preliminary and for illustrative purposes only
and should not be relied upon as being necessarily indicative of future results.
Although each of Artisan, Prenetics and PubCo believes that it has a reasonable
basis for each forward-looking statement contained in this Current Report, each
of Artisan, Prenetics and PubCo caution you that these statements are based on a
combination of facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks and
uncertainties described in the proxy statement/prospectus on Form F-4 relating
to the proposed transaction, which has been filed by PubCo with the SEC and
other documents filed by Artisan or PubCo from time to time with the SEC. These
filings may identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those expressed
or implied in the forward-looking statements. Forward-looking statements in this
Current Report include statements regarding the proposed transaction, including
the timing and structure of the transaction, the proceeds of the transaction and
the benefits of the transaction. Neither Artisan, Prenetics nor PubCo can assure
you that the forward-looking statements in this Current Report will prove to be
accurate. These forward-looking statements are subject to a number of risks and
uncertainties, including the ability to complete the business combination due to
the failure to obtain approval from Artisan's shareholders or satisfy other
closing conditions in the business combination agreement, the occurrence of any
event that could give rise to the termination of the business combination
agreement, the ability to recognize the anticipated benefits of the business
combination, the amount of redemption requests made by Artisan's public
shareholders, costs related to the transaction, the impact of the global
COVID-19 pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the transaction,
the outcome of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those to be included under the
heading "Risk Factors" in the registration statement on Form F-4 that has been
filed by PubCo with the SEC and those included under the heading "Risk Factors"
in the final prospectus of Artisan dated May 13, 2021 and in its subsequent
quarterly reports on Form 10-Q, annual report on Form 10-K and other filings
with the SEC. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or
warranty by Artisan, Prenetics, PubCo, their respective directors, officers or
employees or any other person that Artisan, Prenetics or PubCo will achieve
their objectives and plans in any specified time frame, or at all. The
forward-looking statements in this Current Report represent the views of
Artisan, Prenetics and PubCo as of the date of this Current Report. Subsequent
events and developments may cause those views to change. However, while Artisan,
Prenetics and PubCo may update these forward-looking statements in the future,
Artisan, Prenetics and PubCo specifically disclaim any obligation to do so,
except to the extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of Artisan,
Prenetics or PubCo as of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Important Additional Information Regarding the Transaction Will Be Filed With
the SEC
In connection with the proposed transaction, PubCo has filed a registration
statement on Form F-4 with the SEC that includes a prospectus with respect to
PubCo's securities to be issued in connection with the proposed transaction and
a proxy statement with respect to the shareholder meeting of Artisan to vote on
the proposed transaction. Shareholders of Artisan and other interested persons
are encouraged to read, when available, the preliminary proxy
statement/prospectus as well as other documents to be filed with the SEC because
these documents will contain important information about Artisan, Prenetics and
PubCo and the proposed transaction. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included in the
registration statement will be mailed to shareholders of Artisan as of a record
date to be established for voting on the proposed transaction. Once available,
shareholders of Artisan will also be able to obtain a copy of the F-4, including
the proxy statement/prospectus, and other documents filed with the SEC without
charge, by directing a request to: Artisan Acquisition Corp., Room 1111, New
World Tower 1, 18 Queen's Road, Central, Hong Kong. The preliminary and
definitive proxy statement/prospectus to be included in the registration
statement, once available, can also be obtained, without charge, at the SEC's
website (www.sec.gov).
Participants in the Solicitation
Artisan, Prenetics and PubCo and their respective directors and executive
officers may be considered participants in the solicitation of proxies with
respect to the potential transaction described in this Current Report under the
rules of the SEC. Information about the directors and executive officers of
Artisan and their ownership is set forth in Artisan's filings with the SEC,
including its final prospectus dated May 13, 2021 and subsequent filings on
Form 10-Q and Form 3. Additional information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of
Artisan's shareholders in connection with the potential transaction will be set
forth in the registration statement containing the preliminary proxy
statement/prospectus. These documents are available free of charge at the SEC's
website at www.sec.gov or by directing a request to Artisan Acquisition Corp.,
Room 1111, New World Tower 1, 18 Queen's Road, Central, Hong Kong.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and does not constitute an offer to sell or a solicitation of an
offer to buy any securities of Artisan, Prenetics or PubCo, nor shall there be
any sale of any such securities in any state or jurisdiction in which such
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1 Amendment to Business Combination Agreement, dated as of March 30,
2022, by and among Artisan Acquisition Corp., Prenetics Global Limited,
Prenetics Group Limited, AAC Merger Limited, and PGL Merger Limited
10.1 Sponsor Forfeiture and Conversion Agreement, dated as of March 30,
2022, by and among Prenetics Global Limited, Prenetics Group Limited,
Artisan Acquisition Corp., Artisan LLC, Mr. William Keller, Mr. Mitch
Garber, Mr. Fan (Frank) Yu and Mr. Sean O'Neill
10.2 Form of PIPE Amendment Agreements
10.3 Form of FPA Amendment Deeds
10.4 Amendment to Sponsor Support Agreement, dated as of March 30, 2022,
by and among Prenetics Global Limited, Prenetics Group Limited, Artisan
Acquisition Corp., Artisan LLC, Mr. Cheng Yin Pan, Mr. William Keller,
Mr. Mitch Garber, Mr. Fan (Frank) Yu and Mr. Sean O'Neill
10.5 Amendment to Shareholder Support Agreement, dated as of March 30,
2022, by and among Prenetics Global Limited, Prenetics Group Limited,
Artisan Acquisition Corp., Mr. Danny Yeung and Mr. Lawrence Tzang
99.1 Investor Presentation of Artisan Acquisition Corp. and Prenetics
Group Limited
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