Grab Holdings Inc. entered into a non binding letter of intent to acquire Altimeter Growth Corp. (NasdaqCM:AGC) from Altimeter Capital Management, LP and others for $48.6 billion in a reverse merger transaction on March 5, 2021. Grab Holdings Inc. entered into a definitive business combination agreement to acquire Altimeter Growth Corp. (NasdaqCM:AGC) from Altimeter Capital Management, LP and others for $9.7 billion in a reverse merger transaction on April 12, 2021. Altimeter Growth will issue 3,482.79 million shares to be issued to the existing shareholders of Grab Holdings assuming the exercise for cash of all outstanding options to acquire such shares and the vesting of all outstanding Grab restricted stock units, which registered amount includes all shares issuable upon the exercise of such options and the vesting of such restricted stock units to the extent such options are not exercised and such restricted stock units do not vest, as the case may be, prior to completion of the Business Combination. The proposed transaction represents an expected equity value on a pro-forma basis of approximately $39.6 billion and is expected to provide up to approximately $4.5 billion in cash proceeds to Grab including more than $4 billion of fully committed PIPE led by $750 million from funds managed by Altimeter Capital Management, LP. Investors in the PIPE include funds and accounts managed or advised by BlackRock, Counterpoint Global (Morgan Stanley Investment Management) and T.Rowe Price Associates, Inc., as well as Fidelity International, Fidelity Management and Research LLC, Janus Henderson Investors, Mubadala, Nuveen, Permodalan Nasional Berhad and Temasek. Leading family groups from Indonesia including Djarum, the Sariaatmadja family and Sinar Mas also participated in the PIPE. Furthermore, Altimeter has also committed up to $500 million to a contingent investment to be equal to the aggregate dollar amount of redemptions from Altimeter Growth's shareholders. The proceeds will be used as growth capital. With the transaction, Grab Holdings intends to go public in the U.S. The combined company expects its securities will be traded on NASDAQ under the symbol “GRAB” in the coming months. The proposed transaction is subject to shareholder approvals, the Registration Statement has become effective, parties shall have received proceeds from the PIPE Financing which shall be at least $2.5 billion, listing application with NASDAQ is approved and other customary closing conditions. The transaction has been unanimously approved by the Board of and Altimeter Growth. The transaction has been approved by the Board of Directors of Grab and is expected to close in July 2021. As of November 19, 2021, the registration statement of Grab Holdings has been declared effective. As of November 30, 2021, the shareholders of Altimeter approved the transaction. As of April 12, 2021, Business Combination is expected to close in the second quarter of 2021. As of June 9, 2021, the transaction is expected to close in the fourth quarter of 2021. As of November 24, 2021, the transaction is expected to close on December 1, 2021.

Evercore Inc. (NYSE:EVR) acted as lead financial advisor to Grab. JPMorgan Chase & Co. (NYSE:JPM) and Morgan Stanley Asia (Singapore) Pte were co-advisors. Jonathan B. Stone and Rajeev P. Duggal of Skadden, Arps, Slate, Meagher & Flom LLP, Kenneth A. Lefkowitz, Gerold Niggemann, Carlos Lobo, Gary Simon, Andy Braiterman, Spencer Harrison, Kevin Abikoff, Ryan Fayhee, Philip Giordano, Steve Greene, Patrice Jean, Laura Perkins, Alexandra Poe, Matthew Syrkin, Parker Taylor, Dan Weiner, Erin DeCecchis, M. Shams Billah, Jennifer Graham, Javad Husain and Carol Remy of Hughes Hubbard & Reed LLP and Tan Tze Gay, Jeanne Ong, Elsa Chen, Alexander Yap, Yeo Boon Kiat, Adrian Ang, Vincent Leow, Sunit Chhabra and Gloria Goh of Allen & Gledhill acted as legal advisors to Grab. Hab Siam, Will Dunham, Jennifer Gorman and Abbey Shaw of Ropes & Gray LLP acted as legal advisor to Altimeter Growth. Leonard Pierce, Glenn Pollner, Tim Silva, David Westenberg, Phil Gillespie and Seth Davis of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor to Altimeter Capital Management LP and Altimeter Capital Markets, which includes Altimeter Growth. Will Cai, Ferish Patel, James Lu, David Peinsipp, Eric Jensen, Matthew Bartus, Tom Hopkins, Luke Cadigan and Daniel Grooms of Cooley LLP advised J.P. Morgan, Morgan Stanley, UBS and Evercore on the deal. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to Evercore Inc. Ben Witherall of Jones Day (Singapore) acted as a legal advisor to Grab Holdings Inc. Okapi Partners LLC acted as proxy solicitor for Altimeter Growth. An initial fee of $20,000, plus a performance fee of $20,000 upon successful completion of solicitation, plus disbursements, to reimburse Okapi for its reasonable and documented costs and expenses was paid. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Altimeter Growth. Shirin Tang, Ruomu Li, Matthew Lau, Jesse Gillespie, David Slotkin, Justin Salon and Tim Blakely of Morrison & Foerster acted as legal advisors to a leading institutional investor, as a long-time investor in Grab Holdings, Inc.

Grab Holdings Inc. completed the acquisition of Altimeter Growth Corp. (NasdaqCM:AGC) from Altimeter Capital Management, LP and others in a reverse merger transaction on December 1, 2021.