JEPLAN, INC. executed a letter of intent to acquire AP Acquisition Corp. (NYSE:APCA) from a group of shareholders in a reverse merger transaction on November 25, 2022. JEPLAN, INC. entered into a definitive business combination agreement to acquire AP Acquisition Corp. (NYSE:APCA) from a group of shareholders for approximately $320 million in a reverse merger transaction on June 16, 2023. As reported, the transaction sets JEPLAN?s equity value at $300 million. At the effective time, each issued and outstanding common share of JEPLAN will be exchanged for such fraction of a newly issued common share of APCA equal to a specified exchange ratio. Upon closing, the combined company expects to list the common shares in the form of American depositary shares (?ADS?) and warrants to purchase common shares in the form of ADSs on the NYSE under the ticker symbols ?JPL? and ?JPL WS,? respectively. The combined company, which will be domiciled and headquartered in Japan. JEPLAN?s management team, led by Masaki Takao (Chief Executive Officer, President, and Representative Director), Masayuki Fujii (Chief Financial Officer and Director) and Hiroki Sugiyama (Chief Operating Officer), will continue to lead the public company after completion of the transaction.
The closing of the business combination is subject to customary closing conditions, including approval by the shareholders of APCA and JEPLAN, PubCo?s listing application with the New York Stock Exchange having been conditionally approved, APCA having at least $5,000,001 of net tangible assets remaining after redemption, the Proxy/Registration Statement and the Form F-6 shall each have become effective, the pre-merger reorganization shall have been consummated, the available APCA cash shall be not less than $30,000,000, and the satisfaction or the waiver of other customary closing conditions specified in the business combination agreement. The business combination has been unanimously approved by the boards of directors of both JEPLAN and APCA. APCA Board resolved to recommend the adoption of the agreement by its shareholders. The extraordinary general meeting of APCA shareholders will be held on September 15, 2023. The transaction is expected to be completed in the third or fourth quarter of 2023. As of September 21, 2023, the business combination is expected to close in the first quarter of 2024. Kirkland & Ellis is serving as international legal counsel, Mori, Hamada & Matsumoto is serving as Japanese legal counsel and Maples and Calder (Cayman) LLP is serving as Cayman legal counsel to APCA. APCA engaged Mori Hamada & Matsumoto to assist on financial and tax due diligence, ERM Japan Ltd. to assist with environmental due diligence and Arthur D. Little to assist with business and technology due diligence. Koji Ishikawa, Barbara A. Jones, and Adam Namoury of Greenberg Traurig, LLP are serving as U.S. legal counsel and of Greenberg Traurig Tokyo Law Offices is serving as Japanese legal counsel to JEPLAN. Jesse Sheley and Joseph Raymond Casey of Kirkland & Ellis LLP acted as legal advisors to APCA. UBS Securities LLC as its exclusive capital markets advisor to JEPLAN in connection with the business combination. Shearman & Sterling LLP is serving as international legal counsel to UBS Securities LLC. Kirkland & Ellis LLP, Greenberg Traurig, LLP, UBS Securities and Shearman & Sterling LLP were also engaged in due diligence sessions. Continental Stock Transfer & Trust Company acted as transfer agent to APCA. Morrow Sodali LLC acted as proxy solicitor to APCA for a fee of $30,000.