Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On September 15, 2021, (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 together with Merger Sub 1 the "Merger Subs") and
(v) Prenetics Group Limited, a Cayman Islands exempted company ("Prenetics")
entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the "BCA").
The BCA and the transaction contemplated thereby were unanimously approved by
the board of directors of each of Artisan and Prenetics.
Business Combination Agreement
The BCA provides for, among other things, the following transactions: (i)
Artisan will merge with and into Merger Sub 1, with Merger Sub 1 being the
surviving entity in the merger, and, after giving effect to such merger,
continuing as a wholly owned subsidiary of PubCo (the "Initial Merger"), and
(ii) following the Initial Merger, Merger Sub 2 will merge with and into
Prenetics, with Prenetics being the surviving entity in the merger, and, after
giving effect to such merger, continuing as a wholly owned subsidiary of PubCo
(the "Acquisition Merger"). The Initial Merger, the Acquisition Merger and the
other transactions contemplated by the BCA are hereinafter referred to as the
"Business Combination."
The Business Combination
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Initial Merger, (i) every issued and outstanding Class A and
Class B ordinary share of Artisan will automatically be cancelled in exchange
for one PubCo Class A ordinary share and (ii) each issued and outstanding
warrant of Artisan will cease to exist and be assumed by PubCo and converted
automatically into a warrant to purchase one PubCo Class A ordinary share on
substantially the same terms (the "Warrants").
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Acquisition Merger, (i) (a) each issued and outstanding
ordinary share and preferred share in Prenetics (other than any shares of
Prenetics held by Mr. Danny Yeung) immediately prior to the effective time of
the Acquisition Merger will automatically be cancelled in exchange for such
number of PubCo Class A ordinary shares that is equal to the Exchange Ratio (as
described below and more fully defined in the BCA) and (b) each issued and
outstanding ordinary share and preferred share in Prenetics held by Mr. Danny
Yeung immediately prior to the effective time of the Acquisition Merger will
automatically be cancelled in exchange for such number of PubCo Class B ordinary
shares that is equal to the Exchange Ratio; and (ii) (a) each Prenetics
restricted share unit (other than any Prenetics restricted share unit held by
Mr. Danny Yeung) outstanding immediately prior to the effective time of the
Acquisition Merger will automatically be assumed by PubCo and converted into an
award of PubCo restricted share units representing the right to receive PubCo
Class A Ordinary Shares under the Incentive Equity Plan (as defined below) equal
to the product of (x) the number of Prenetics ordinary shares subject to such
Prenetics restricted share unit and (y) the Exchange Ratio and (b) each
Prenetics restricted share unit held by Mr. Danny Yeung outstanding immediately
prior to the effective time of the Acquisition Merger will automatically be
assumed by PubCo and converted into an award of PubCo restricted share units
representing the right to receive PubCo Class B Ordinary Shares under the
Incentive Equity Plan equal to the product of (x) the number of Prenetics
ordinary shares subject to such Prenetics restricted share unit and (y) the
Exchange Ratio.
The "Exchange Ratio" is a number determined by dividing the Price per Share (as
described below and more fully defined in the BCA) by $10. "Price per Share" is
defined in the BCA as the amount equal to $1,150,000,000 divided by such amount
equal to (a) the aggregate number of Prenetics shares (i) that are issued and
outstanding immediately prior to the effective time of 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 Acquisition Merger minus (b) the Prenetics shares held by Prenetics or
any of its subsidiaries (if applicable) as treasury shares.
Holders of PubCo Class A ordinary shares will be entitled to one vote per share
and holders of the PubCo Class B ordinary shares will be entitled to 20 votes
per share. Each PubCo Class B ordinary share (x) is convertible into one PubCo
Class A ordinary share at any time by the holder thereof, and (y) will
automatically convert into one PubCo Class A ordinary share upon, among others
and subject to certain limitations, the sale, transfer or other disposal by the
holder thereof to any third party that is not a permitted transferee of such
holder, in each case of the foregoing (x) and (y), subject to the terms and
conditions of the amended and restated memorandum and articles of association of
PubCo to be adopted and become effective immediately prior to the effective time
of the Initial Merger (a form of which is attached to the BCA as an exhibit).
Representations and Warranties
The BCA contains representations and warranties of the parties thereto that are
customary for transactions of this nature, including with respect to, among
other things: (i) organization, good standing and qualification;
(ii) authorization; (iii) capitalization; (iv) consents; no conflicts; (v)
financial statements; (vi) absence of certain changes; (vii) litigation; (viii)
taxes; (ix) data protection; (x) compliance with laws (including with respect to
permits and filings); (xi) material contracts; (xii) intellectual property;
(xiii) labor and employee matters and (xiv) proxy/registration statement. The
representations and warranties of the respective parties to the BCA will not
survive the closing of the transaction.
Covenants
The BCA includes customary covenants of the parties with respect to operation of
their respective businesses prior to consummation of the Business Combination
and efforts to satisfy conditions to consummation of the Business Combination.
The BCA contains additional covenants of the parties, including, among others:
(i) covenants providing that the parties cooperate with respect to the proxy
statement to be filed in connection with the Business Combination,
(ii) covenants providing that the parties shall take further actions as may be
necessary, proper or advisable to consummate and make effective the Business
Combination, (iii) a covenant of Artisan to convene a meeting of Artisan's
shareholders and to solicit proxies from its shareholders in favor of the
approval of the Business Combination and other related shareholder proposals,
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The PubCo Class A Ordinary Shares to be
offered and sold in connection with the PIPE Subscription Agreements, the
Forward Purchase Agreements (and, in the case of the Forward Purchase Agreements
only, the PubCo warrants), and in connection with any permitted equity financing
between the date hereof and the closing of the Acquisition Merger, have not been
registered under the Securities Act in reliance upon the exemption provided in
Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On September 15, 2021, Artisan issued a press release announcing the execution
of the Business Combination Agreement. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is an investor presentation that Artisan has prepared for use in
connection with the Business Combination, dated September 15, 2021.
Furnished as Exhibit 99.3 and incorporated into this Item 7.01 by reference is a
transcript of the related video presentation, dated September 15, 2021.
Furnished as Exhibit 99.4 and incorporated by reference into this Item 7.01 are
unaudited consolidated financial statements of Prenetics Limited (an indirect
wholly owned subsidiary of Prenetics) for the year ended December 31, 2020 and
unaudited interim financial report of Prenetics Limited for the three months
ended March 31, 2021.
The foregoing (including Exhibits 99.1, 99.2, 99.3 and 99.4) 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 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, including
Exhibits 99.1, 99.2, 99.3 and 99.4.
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 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 is expected to be 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 to be 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
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 will file a registration
statement on Form F-4 with the SEC that will include 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 of 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 when it is filed with the SEC. 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
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1* Business Combination Agreement, dated as of September 15, 2021, by
and among Artisan Acquisition Corp., Prenetics Global Limited,
Prenetics Group Limited, AAC Merger Limited, and PGL Merger Limited
10.1 Form of PIPE Subscription Agreements
10.2 Deed of Novation and Amendment, dated as of September 15, 2021, by
and among Artisan Acquisition Corp., Prenetics Global Limited, Artisan
LLC and Aspex Master Fund
10.3 Deed of Novation and Amendment, dated as of September 15, 2021, by
and among Artisan Acquisition Corp., Prenetics Global Limited, Artisan
LLC and Pacific Alliance Asia Opportunity Fund L.P.
10.4* Sponsor Support Agreement and Deed, dated as of September 15, 2021,
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 Registration Rights Agreement, dated as of September 15, 2021, by and
among Prenetics Global Limited, Artisan Acquisition Corp., Artisan LLC,
Mr. Danny Sheng Wu Yeung, Mr. Avrom Boris Lasarow and Mr. Lawrence Chi
Hung Tzang
10.6* Form of Shareholder Support Agreements
10.7 Assignment, Assumption and Amendment Agreement, dated as of September
15, 2021, by and among Prenetics Global Limited, Artisan Acquisition
Corp. and Continental Stock Transfer & Trust Company
99.1 Press Release issued by Artisan Acquisition Corp. and Prenetics Group
Limited on September 15, 2021
99.2 Investor Presentation of Artisan Acquisition Corp. and Prenetics
Group Limited dated September 15, 2021.
99.3 Transcript of the Investor Presentation dated September 15, 2021
99.4 Unaudited consolidated financial statements of Prenetics Limited for
the year ended December 31, 2020 and unaudited interim financial report
of Prenetics Limited for the three months ended March 31, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). Artisan hereby undertakes to furnish supplementally a
copy of any omitted schedule to the SEC upon its request; provided, however,
that Artisan may request confidential treatment for any such schedules so
furnished.
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