Flag Ship Acquisition Corporation (NASDAQ: FSHP) (the "Company" or "Flag Ship"), a publicly-traded special purpose acquisition company (SPAC), announced that it has signed a definitive merger agreement with Great Rich Technologies Limited (KOSDAQ: 900290) ("GRT") and GRT Merger Star Limited ("Merger Sub"). Upon completion of the merger, shareholders of Flag Ship will receive American Depositary Shares ("ADSs") of GRT and Flag Ship will be merged into the Merger Sub, a wholly-owned subsidiary of GRT. Completion of the merger will be subject to customary closing conditions, including that GRT ADSs will be approved to be listed and tradable on Nasdaq.

GRT, a Hong Kong entity, has been in the business of developing and mass producing various optoelectronic products for more than a decade. It is publicly listed in South Korea, and has been pursuing expansion with multiple new factories and production line projects in China in recent years.

Mr. Matthew Chen, Chief Executive Officer of Flag Ship remarked, "We are truly excited about the merger with the GRT Companies. Our team explored a broad range of industries, and determined that the transaction with the GRT Companies would provide the greatest value to our shareholders. GRT is a strong player in the field of optoelectronic products in China and globally. We are impressed by the GRT management team's track record in optoelectronic industry. We are very excited about the future prospects of the combined company."

Mr. Yongnan Zhou, the Chairman of GRT, stated, "the merger with Flag Ship is another major step that GRT has taken in its growth history. GRT aims to become one of the leading companies in the field of optoelectronics globally and achieving this milestone will empower GRT to continue our great efforts to achieve our goals."

Transaction Details

Upon closing, Flag Ship will merge with and into the Merger Sub. By virtue of the merger and without any action of the part of Flag Ship, the Merger Sub, or any other person, each ordinary share of Flag Ship (each a "Flag Ship Share") issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), excluding Flag Ship Shares held by GRT and dissenting Flag Ship Shares, if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the merger, one (1) ordinary share of GRT (such shares of GRT, collectively, "GRT Ordinary Shares") payable in American Depositary Shares of GRT ("GRT ADSs") for each such Flag Ship Share issued and outstanding immediately prior to the Effective Time (the "Per Share Merger Consideration"); and each right to receive one-tenth (1/10th) of a Flag Ship Share at the consummation of a business combination of Flag Ship (a "Flag Ship Right") that is outstanding immediately prior to the Effective Time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the merger, GRT Ordinary Shares, payable in GRT ADSs in an amount equal to (in each case, as rounded down to the nearest whole number) the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Flag Ship Shares that the holder of the cancelled Flag Ship Right (the "Flag Ship Rights Holder") would have been entitled to receive assuming satisfaction of the terms and conditions of such Flag Ship Right, multiplied by (c) the ADS exchange rate of rate of one (1) GRT Ordinary Share per one (1) GRT ADS (the "ADS Exchange Rate") (the "Rights Merger Consideration").

The aggregate consideration payable to pursuant to the Merger Agreement to the shareholders of Flag Ship entitled thereto shall consist of that number of GRT Ordinary Shares payable in GRT ADSs that is equal to (i) the Per Share Merger Consideration multiplied by the number of Flag Ship Shares registered in the name of those shareholders of Flag Ship immediately prior to the Effective Time, multiplied by the ADS Exchange Rate, plus (ii) the Rights Merger Consideration, as described above.

The closing conditions of the merger include, among others, the approval of the merger by Flag Ship's existing shareholders and approvals from GRT shareholders, and the approval for listing of GRT's ADSs on the Nasdaq Stock Market.

From the date of execution of the merger agreement through the closing, Flag Ship shall use all reasonable efforts to remain as a public company on, and for its securities to be tradable over the Nasdaq Global Market. GRT shall use all reasonable efforts to apply for a listing of GRT ADSs on, and for GRT ADSs to be tradable over, the Nasdaq stock market.

Becker & Poliakoff P.A. and Ogier are acting as legal counsel to Flag Ship. Miller Canfield Paddock and Stone P.L.C. and Appleby are acting as legal counsel to the GRT Companies.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transaction, a copy of which will be filed by Flag Ship with the Securities and Exchange Commission (the "SEC") as exhibits to a Current Report on Form 8-K.

Comments

Flag Ship Acquisition Stock News

News

Latest Flag Ship Acquisition Stock News | NASDAQ:FSHP | Benzinga

Tuesday, October 22, 2024

Popular Channels

Tools & Features

Partners & Contributors

About Benzinga