DUET Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Fenix 360
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
DUET Acquisition Corp. proposes to combine with Fenix 360.
FENIX360 is a multi-genre social media platform designed to support independent artists and creatives in monetizing their work more effectively. Developed by founders and executives with experience in music, art, and advertising, the platform aims to revitalize the economic aspects of the creative industry. FENIX360’s model is intended to increase returns for artists and stakeholders, while also enhancing the experience for fans and users.
EXTENSION – 12/20/23 – LINK
- The SPAC approved the extension from January 24, 2024 to January 24, 2025.
- 3,760,678 shares were redeemed for $10.95 per share.
- $40K per month will be deposited into the trust account.
TRANSACTION
- The Transaction values FENIX360 at a $610 million equity value.
- The Transaction, which has been unanimously approved by the boards of directors of FENIX360 and DUET, is subject to approval by DUET’s stockholders and other customary closing conditions, including the receipt of certain regulatory approvals.
Reserve Against Certain Liabilities
- At Closing, certain original shareholders of the Target, known as Legacy Shareholders, will place their share of 4.5 million DUET Ordinary Shares into escrow.
- These shares, referred to as Escrow Shares, will be released quarterly and are designated to cover potential losses related to specific issues such as the Target’s token rescission plan, disclosed legal proceedings, and other agreed-upon matters, collectively termed “Covered Matters.”
- If the Target suffers losses from third-party actions concerning the Covered Matters, the Legacy Shareholders have agreed to allow the company, after Closing, to access an equivalent value of Escrow Shares to compensate for these losses.
- The value of the Escrow Shares used for such compensation will be calculated based on the average share price over five trading days (5-Day VWAP) of DUET Ordinary Shares.
- These shares, referred to as Escrow Shares, will be released quarterly and are designated to cover potential losses related to specific issues such as the Target’s token rescission plan, disclosed legal proceedings, and other agreed-upon matters, collectively termed “Covered Matters.”
SPAC FUNDING
- The parties intend to sign subscription agreements with PIPE investors in the future.
EARNOUT
- Company and Sponsor
- Merger details have not been released.
LOCK-UP
- Company and Sponsor
- Six months from the closing date.
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash closing amount.
NOTABLE CONDITIONS TO TERMINATION
- The Closing has not occurred on or before the date on which the DUET charter expires and the Parties agree it shall not be extended (the “Agreement End Date”)
- Currently this date is January 24, 2024
ADVISORS
- Company
- Lucosky Brookman LLP serves as legal counsel.
- SPAC
- Nelson Mullins Riley & Scarborough LLP serves as legal counsel.
SUBSEQUENT EVENT – 7/6/23 – LINK
- The SPAC announced that it has signed a binding letter of intent to acquire Fenix 360 Pte Ltd, a global social media company incorporated in Singapore that is designed to provide artists and creators with substantially enhanced compensation, tools and control.
The below-announced combination was terminated on 4/6/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Anteco Systems, S.L.
ENTERPRISE VALUE: $287 million
ANTICIPATED SYMBOL: ANYT
DUET Acquisition Corp. proposes to combine with Anteco Systems, S.L., a subscription-based Technical Support as a Service (“TSaaS”) company, covering IoT home devices and PC and software-related issues.
- As cybersecurity rises in prominence and IT devices and software become increasingly complex systems for consumers and small businesses to navigate, AnyTech365 is looking to simplify the user experience, offering reliable and trustworthy support around the clock.
- As a one-stop shop, AnyTech365 addresses consumer tech issues in an efficient and comprehensive manner with both support service and extensive product features.
- Customers can choose from tiered subscription-based packages, which include around-the-clock access to the Company’s qualified technicians with IoT knowledge.
- In addition, the Company offers IT security technology leveraging artificial intelligence to proactively prevent cybersecurity threats combined with a fully compliant internal procedure certified by AppEsteem.
EXTENSION – 4/24/23 – LINK
- The SPAC approved the extension from April 24, 2023 to January 24, 2024.
- 3,580,986 shares were redeemed for $10.38 per share.
- $175K per month will be deposited into the trust account.
TRANSACTION
- The business combination values AnyTech365 at a $287 million enterprise value assuming a $10.00 per share price and no redemptions by DUET stockholders.
- The transaction will provide a minimum of $77.1 million of net proceeds to the company after payment of transaction expenses, assuming no redemptions.
PIPE
- There is no PIPE for this transaction.
LOCK-UP
Company Lock-Up:
- Holdco securities held by the Significant Target Stockholders will be locked up for a period of up to 12 months from the date of the Closing.
Sponsor Lock-Up:
- Founder shares will be locked up for a period of 6 months or a VWAP of $12.00 is achieved for 20 out of 30 trading days.
NON COMPETITION AGREEMENT
- The Significant Target Stockholders agreed not to:
- (i) compete with the business of the post-combination company for a period of 2 years following the Closing or
- (ii) solicit the employees or customers of the Company, the Target, or their affiliates for a period of 2 years following the Closing.
NOTABLE CONDITIONS TO CLOSING
- The obligations of the parties to consummate the Business Combination are subject to the existence of Minimum Cash Proceeds of at least $10,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the Closing by written notice by either the Company or the Target if the Closing has not occurred by or before the Long Stop Date. (“Long-Stop Date” means twelve months from the date of the merger agreement“)
- By written notice by the Company or J. Streicher if a governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable.
ADVISORS
- ARC Group Limited is serving as sole M&A advisor.
- Riveron is serving as financial advisor to AnyTech365.
- Arthur Cox LLP is serving as legal counsel to AnyTech365.
- Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to DUET.
MANAGEMENT & BOARD
Executive Officers
Larry Gan Nyap Liou, 66
Chairman of the Board of Directors
Over the last 17 years, Mr. Gan has been an active and strategic investor in eCommerce and digital enterprises. He advocates disruptive business models, mentors start-ups, and operates an extensive business network of entrepreneurs, incubators, consulting professionals, and investment funds. He has led several public offerings and listings on international exchanges. In parallel, he has dedicated his time to corporate governance serving on the Minority Shareholders Watchdog Committee from July 2005 to July 2020 and has assumed Board roles in several public listed companies in Malaysia and abroad. In the Technology, Media and Online Classifieds space, he served as Chairman of the Board on Redtone International Berhad from June 2006 to October 2009, Diversified Gateway Solutions Berhad from June 2012 to August 2013, Cuscapi Berhad from June 2006 to March 2018, and as a Director of Prestariang Berhad from November 2010 to June 2013, iProperty Ltd (Australia) from July 2007 to October 2009, and Flexiroam Ltd (Australia) from November 2015 to September 2019. During that time, he had a short stint as the Group CEO and Managing Director of Omesti Berhad from August 2013 to December 2015, helping to transform an old traditional IT services and hardware distribution company into an eCommerce enterprise with industry specific technology solutions. In the Financial Services sector, Mr. Gan had served as Independent Director on the Boards of Ambank Group from June 2006 to December 2014, Hong Leong Insurance from March 2011 to March 2012, and Maybank Investment Bank Berhad from July 2015 to July 2016. He stepped down from the Board of Maybank Investment Bank Berhad to pursue several Fintech ventures. In the Real Estate and Leisure Sector, Mr. Gan was a long-standing Director at Tanjong PLC UK for 11 years from May 2005 to December 2016 and a Senior Independent Director at Tropicana Corporation Berhad from August 2013 to April 2018. From December 1978 to December 2004, Mr. Gan had been with Accenture (then Arthur Andersen and later Andersen Consulting), retiring from Accenture in 2004. Over a career span of 26 years, he has consulted on strategic projects for government and multinational corporations and has invested and worked with technologies around the world. Mr. Gan served as a member of the Accenture Global Management Council from September 1997 to May 2004, Managing Partner for Accenture Asia from September 1996 to September 1999, and Managing Partner of Accenture Technology Ventures Asia Pacific from September 1999 to September 2003. Whilst at Accenture, Mr. Gan also served on several external industry organizations, national consultative bodies, advisory boards of universities, and professional associations. He was Chairman of the Association of Computer Industry Malaysia (PIKOM) from January 1989 to December 1991 and Director of MIMOS Berhad (National Technology Research) from April 1997 to July 2008. He is presently Chairman of the Board of Rev Asia Berhad, a position he has held since November 2010, Cloudaron Berhad, a position he has held since July 2017, Fatfish Group Ltd, a position he has held since September 2014, and Abelco Investment Group Ltd, a position he has held since January 2020. He is also a Director on the Board of 8Common Ltd, a position he has held since March 2014. An ardent supporter of the Arts, Education and Sports, Mr. Gan was a National Fencer and President of the Malaysian Fencing Federation from January 1993 to December 2005. He was also the Trustee of the Yayasan Tuanku Nur Zahirah (Queen’s Foundation) from September 2008 to April 2012 and served on the Board of Governors – St Joseph International School Kuala Lumpur from January 2016 to April 2021. He is now on the Council of the Badminton Association of Malaysia, a position he has held since March 2020. He is a frequent speaker at business seminars and forums and an active contributor of opinions and essays to news dailies and business publications. For over two years, he ran a leadership column in The Edge, a prominent Malaysianbusiness weekly. He has been featured on various leading local and international TV programmes such as Asian Business News, Bloomberg News, Money Matters and Astro In Person. Mr. Gan has his early education in Malacca and pursued a professional accounting degree with the Association of Chartered Accountants UK. He is a Certified Chartered Accountant (United Kingdom and Malaya).
Yeoh Oon Lai, 51
Co-Chief Executive Officer
Mr. Yeoh has been serving as Co-Chief Executive Officer of DUET Acquisition Corp. since November 2021. Prior to this, Mr. Yeoh has served in multiple C Level roles in consumer retail and entertainment with a stellar track record in commercial leadership and extensive multi-category, multi-format, and channel experience. He brings over two decades of deep strategic and operational experience in the consumer industry to the Company’s management team. Mr. Yeoh was the Chief Executive Officer of TGV Cinemas from September 2017 to August 2020 (a leading cinema chain under the Usaha Tegas Group owned by Ananda Krishnan). During his tenure, for the fiscal years of 2018 and 2019, TGV Cinemas attained its highest levels of revenue and profitability in its twenty-five-year history, whilst accelerating a transformative digital and technology strategy. Mr. Yeoh served as Chief Executive Officer of FJ Benjamin (M) (a specialty retail group in Southeast Asia) from November 2012 to April 2017, overseeing a portfolio of notable brands across the fashion to luxury spectrum (Guess, Superdry, Gap, Banana Republic, La Senza, Celine, Loewe, Marc Jacobs, and Bell & Ross). During this period, as the SEA Superdry head, he spearheaded the successful multi-market launch of Superdry in three Southeast Asia territories—Malaysia, Singapore and Indonesia. From February 2010 to November 2012, Mr. Yeoh was the Country Head of Esprit de Corp (M), a global apparel brand with a long history in Asia. His tenure resulted in three years of record profitability for the local subsidiary. As the Country Head and Managing Director of Fossil Time (M) from November 2006 to February 2010, Mr. Yeoh led the pioneering team which built the Fossil retail business locally and was recognized as the best operating subsidiary in Asia in 2009 within the Fossil Asia Group. Mr. Yeoh earned a BBA in Finance from the University of Texas at Austin and was also an ASEAN scholar during his early education in Singapore.
Dharmendra Magasvaran, 44
Co-Chief Executive Officer
Mr. Magasvaran has been serving as Co-Chief Executive Officer of DUET Acquisition Corp. since November 2021. Previously, Mr. Magasvaran had been serving as a partner for Deloitte Digital South East Asia (SEA) and a Digital Leader within the Deloitte Consulting SEA firm from September 2017 until July 2021. Given his strong consulting pedigree and 22-year tenure in the consulting & digital business, he was, and is still, a digital coach to senior business leaders helping them create value from digital and data disruption. He has helped grow the digital practice to a triple-digit sized team with a direct multi-million dollar revenue at highly profitable margins. The team’s transformation offerings span across digital value chain, covering digital strategy, customer experience, content, commerce, marketing services and digital delivery. He architects and implements ground-breaking digital solutions for clients. Recent client successes include helping a banking client digitally transform their wholesale banking capability, an oil & gas major to leverage sales and servicing to drive further top line growth and synergies across their business, a new digital proposition for a global multinational bank with a unique and differentiated route to market, driving transformation for corporate banking b2b service efficiency, helping a healthcare provider embark on a digital transformation journey, helping a bank design, build and launch a new digital business offering across two markets, helping an industrial products client extend its market reach leveraging digital marketing and commerce capabilities to enhance partner experience, lower cost to serve to ensure economical scaling of reach and providing 1:1 partner marketing opportunities to drive further partner intimacy. Mr. Magasvaran is a digital thought leader driving the latest thinking across “Digital Transformation,” “Marketing as a Service,” and “Omnichannel Commerce.” Mr. Magasvaran served in various roles with Accenture from November 1999 until April 2017. In his final role with Accenture, he was the managing director for Accenture Interactive SEA from December 2012 until April 2017, helping drive similar capability, practice and business builds in the region. He made managing director in Accenture in 2012, after an accelerated 12-year career at Accenture. At Accenture, client successes included helping a telco redefine customer experience through a digital reinvention of the telco store, helping one of the largest coffee retailers “think and go” digital, digital salesforce enablement of a life sciences company, rejuvenating an airlines digital sales and servicing ecosystem and launch of Asia’s first internet television proposition. Mr. Magasvaran graduated from Imperial College, London in 1999 with a BEng 1st Class Honours degree in Information Systems Engineering.
Lee Keat Hin, 62
Chief Financial Officer
Mr. Lee has been serving as Chief Financial Officer of DUET Acquisition Corp. since November 2021. Mr. Lee also serves as the Principal Consultant cum Director for Proactive Consultancy Sdn Bhd, a private M&A boutique consulting firm he founded in 1995. Proactive specializes in mergers and acquisitions and corporate finance and is known for providing strategic M&A consulting services to turnaround ailing listed companies. Mr. Lee is currently the Project Director to Hualang Renewable Energy Sdn Bhd, a private company overseeing the acquisition of targeted businesses in the renewable energy sector since his appointment in May 2019. Mr. Lee is also presently a director of privately held Kos Communications Sdn Bhd and Wiramar Resources Sdn Bhd. From March 2010 to November 2018, Proactive was appointed as consultant to Ho Hup Construction Company Bhd to turn around the public listed company. In November 2014, after exemplary turnaround results were achieved, Mr. Lee was appointed as Director of Corporate Services in Ho Hup to oversee the aggressive acquisition of new assets and the raising of M&A war chest funding. From July 2014 to August 2017, Proactive was appointed as consultant to Straits Inter Logistics Bhd, which was formerly Raya Industries Berhad, an ailing listed company that aimed to dispose its assets and diversify into the oil trading and bunkering business. From February 2012 to February 2014, Proactive was appointed as advisor to Agromate Holdings Group, the largest Malaysian fertilizer manufacturing group to facilitate a merger exercise with a Japanese conglomerate. From 2011 to 2014, Proactive was appointed as consultant to Formis Group Bhd (now Omesti Bhd), a publicly listed information technology group to provide corporate advisory and M&A services. From April 2005 to November 2011, Mr. Lee was appointed as an independent, non-executive director in publicly listed DVM Technologies Berhad (now known as Key Alliance Group Berhad). Prior to 2005, Mr. Lee and Proactive were appointed as consultant in various merger and acquisition projects including LSK Corporation Berhad, Tai Wah Garments Berhad, Pan Pacific Asia Berhad and Cygal Holdings Berhad. Mr. Lee earned a Bachelors degree in Accountancy from the University of Malaya and is a Chartered Accountant.
Board of Directors
Lim Tian Huat, 67
Director
Mr. Lim also served as Managing Partner of Lim Tian Huat & Co from 2010 to 2014 and resumed such role in June 2021. He is the Managing Partner of Rodgers Reidy & Co. Malaysia and the Managing Director/Chief Executive Officer of Rodgers Reidy (Asia) Sdn Bhd, positions he has held since 2014. Mr. Lim is the Managing Director/Chief Executive Officer of Rodgers Reidy Singapore Pte Ltd and Arthur Andersen Singapore Pte Ltd, positions he has held since 2017. Mr. Lim was a Partner of Ernst & Young Malaysia from 2002 to 2009, in charge of Corporate Restructuring and Insolvency. Mr. Lim joined Arthur Andersen Singapore in 1979. He was in Audit practice from 1979 to 1985. He then returned to Malaysia to specialize in Corporate Finance, Restructuring and Insolvency. He became a Partner in 1990 and led the Global Corporate Finance practice, including Corporate Restructuring and Insolvency. He was a member of Corporate Restructuring Global Council from 1993 to 1995. Mr. Lim Tian Huat has served as a Senior Independent Non-Executive Director of Anglo-Eastern Plantation PLC (quoted on the London Stock Exchange) since May 2015, Senior Independent Non-Executive Director of MajuPerak Holding Berhad (quoted in Bursa Malaysia) since August 2020, Independent Non-Executive Director (became Non-Independent and Non-Executive Director in 2020) of Malaysia Building Society Berhad (quoted in Bursa Malaysia) since April 2011, and an Independent Non-Executive Director of PLUS Malaysia Berhad since March 2012 and Pacific & Orient Insurance Co. Berhad since January 2020. Mr. Lim was an Independent Non-Executive Director of Bank of Yingkou, China from 2011 to 2017, UEM Sunrise Berhad (quoted in Bursa Malaysia) from 2012 to 2020, and Malaysia Deposit Insurance Corporation, from 2010 to 2016. Mr. Lim was appointed as Commissioner to the United Nations Compensation Commission from 1998 to 2002. Mr. Lim was appointed by the Domestic Trade Minister to be a member of the Corporate Law Reform Committee (“CLRC”) under the purview of the Companies Commission of Malaysia. CLRC’s objective was to update and modernize Companies Act 1967 which resulted in Companies Act 2016. Mr. Lim is a Fellow of the Association of Chartered Certified Accountants, United Kingdom; a Member of Malaysian Institute of Accountants and Malaysia Institute of Certified Public Accountants. Mr. Lim is the Founding President of Insolvency Practitioners’ Association of Malaysia. Mr. Lim earned a BA in Economics (Honours), Manchester Metropolitan University, United Kingdom.
Peter Chia Chon Hian, 68
Director
Mr. Chia is a partner in Myo Restobar, a Chinese restaurant he co-founded in August 2017. He is currently working with co-founders on a project to transform Asian commercial property and Green commercial assets into marketable securities, and to provide alternative financing for owners, while creating new investment opportunities. The project has attracted strategic partners who will apply their expertise to each build a pillar of the business. Mr. Chia was engaged as a consultant with SGX from April 2008 to June 2016. During this time, Mr. Chia was a board member of Philippine Dealing & Exchange Corp (PDEX), Philippine Depository & Trust Corp (PDTC), and Philippine Securities Settlement Corp (PSSC), representing SGX. Prior to this, Mr. Chia had led the SGX investment in Philippine Dealing System Holdings Corp, holding company of PDEX, PDTC and PSSC. From December 1999 to March 2008, Mr. Chia was employed as Executive Vice President and Head, Securities Clearing and Depository, EVP and Head, Strategy and Business Development, and as an Adviser. In 2000, he was a member of the management team leading SGX through its own initial public offering, transforming from a utility into a commercial entity. SGX was among the pioneer exchanges in listing itself. He led the development of the SGX securities lending and borrowing business, opening up opportunities for more than one million Central Depository (CDP) account holders to unlock and earn lending income on their holdings, while providing new opportunities for arbitrage, covered short selling and increased liquidity. He was a board member of CDP from 1999 to 2003. In 1999, he was a member of the management team working on the merger of Stock Exchange of Singapore (SES) and Singapore International Monetary Exchange (SIMEX) to form SGX. While statistically, more mergers fail than succeed, this was one merger which went on to achieve new highs. He was Senior Manager, CDP, from February 1999 to December 1999. Prior to that, he was Public Affairs Manager in SES, from December 1987 to February 1999. Mr. Chia graduated from the University of Singapore in 1977 with a Bachelor of Accountancy.
Hendrik “Erik” Stoel, 53
Director
Mr. Stoel has been serving as the Chief Executive Officer of Dragonfly Leadership consultants since April 2021. As such he advises on business growth strategies, business transformation and senior leadership development. From April 2016 to April 2021, Mr. Stoel served as the Chief Executive Officer of British American Tobacco Malaysia Bhd, a company listed at the Malaysian stock exchange. Mr. Stoel had full responsibility for the P&L, corporate & commercial strategy and was a member of the board, the audit committee, and the risk committee. In his role he managed government, media and investor relationships. From September 2012 to March 2016, he was initially the Sales and Marketing Director for British American Tobacco Korea transitioning into the Area Director for North Asia (Korea, Hong Kong & Taiwan). In this role he had full responsibility for P&L, Corporate & Commercial Strategy and his job involved active stakeholder engagement. He was a member of the Asia Pacific Leadership Team. From 1995 to 2012, Mr. Stoel worked for British American Tobacco in a multitude of countries, mainly in Sales and Marketing Director roles in Asia and Middle East. In these roles he was predominantly assigned to design turnaround growth strategies with supporting organisational transformation & supply chain revisions. Mr. Stoel earned a bachelor’s degree in marketing & finance at the Hanzehogeschool in Groningen, the Netherlands and obtained a Master’s Degree (MBA) at the University of Northumbria, United Kingdom.
