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Poema Global Holdings Corp.

Poema Global Holdings Corp.

Dec 18, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Gogoro Inc.

ENTERPRISE VALUE: $2.35 billion
ANTICIPATED SYMBOL: GGR

Poema Global Holdings Corp. proposes to combine with Gogoro Inc., global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities.

Founded in 2011, Gogoro has designed and built a broad portfolio of innovations in battery swapping, smart batteries, cloud services, compact electric propulsion, and vehicle design. Together, these innovations have created an enablement platform for companies to deliver new urban mobility products and businesses utilizing the largest and most intelligent urban mobility ecosystem focused on battery swapping for electric refueling.

The Gogoro Network is an open platform for battery swapping and smart mobility services, delivering a fresh alternative to legacy fuel. Gogoro Network combines the power of smart connectivity, artificial intelligence, and machine learning to create a new generation of swappable battery refueling that is smart, scalable, and continually optimizing itself to be dynamic and versatile for people, communities, and businesses. Gogoro has been recognized by Guidehouse Insights as the leading battery swapping company for lightweight urban vehicles in the world.

SUBSEQUENT EVENT – 4/4/22 (8-K LINK)

  • On April 4, 2022, Poema Global, Gogoro, Merger Sub and Merger Sub II entered into a waiver to the Merger Agreement with respect to the waiver of the Minimum Available Cash Condition.

SUBSEQUENT EVENT – 3/21/22 (PR LINK)

  • Additional PIPE
    • Taishin Venture Capital Investment Co. has agreed to purchase 1,000,000 Gogoro Ordinary Shares at a price of $10.00 per share
      • The total PIPE is now $295 million

SUBSEQUENT EVENT – 1/18/22 (8-K LINK)

  • As previously announced, on September 16, 2021 and concurrently with the execution of the Merger Agreement, certain investors (the “PIPE Investors”) entered into share subscription agreements pursuant to which the PIPE Investors committed to subscribe for and purchase 25,732,000 ordinary share of Gogoro (“Gogoro Ordinary Share”) subject to the satisfaction or waiver of certain customary closing conditions at $10.00 per share for an aggregate purchase price of $257,320,000.
  • On January 18, 2022, Hero MotoCorp, Engine No. 1 and another investor (the “Additional PIPE Investors”) entered into additional share subscription agreements (each, an “Additional PIPE Agreement”) pursuant to which the Additional PIPE Investors have committed to subscribe for and purchase 2,750,000 Gogoro Ordinary Share at $10.00 per share for an aggregate purchase price of $27,500,000 (the “Additional PIPE Financing”).
  • Under the Additional PIPE Agreements, the obligations of the parties to consummate the Additional PIPE Financing are subject to the satisfaction or waiver of certain customary closing conditions including, among others,
    • (i) the absence of a legal prohibition on consummating the Additional PIPE Financing,
    • (ii) all conditions precedent under the Merger Agreement having been satisfied or waived,
    • (iii) the accuracy of representations and warranties in all material respects and
    • (iv) material compliance with covenants.

TRANSACTION

  • The business combination is expected to provide approximately $550 million in proceeds to Gogoro’s balance sheet including an oversubscribed PIPE over $250 million and $345 million currently held in trust by Poema Global.
  • The PIPE is backed by strategic partners including Hon Hai (Foxconn) Technology Group and GoTo Group, the largest technology group in Indonesia, vehicle partners, and new and existing financial investors including Generation Investment Management, Taiwan’s National Development Fund, Temasek and founding investor, Dr. Samuel Yin of Ruentex Group.
  • Current Gogoro shareholders are rolling 100% of their equity and will hold majority ownership of the combined company at closing.
  • Cash proceeds raised in connection with the transaction will primarily be used to fund geographic expansion and operations, continued research and development, and for general corporate purposes.

poema trans overview

PIPE

  • Subsequent event – Taishin Venture Capital Investment Co. has agreed to purchase 1,000,000 Gogoro Ordinary Shares at a price of $10.00 per share
  • Subsequent event – On January 18, 2022, Hero MotoCorp, Engine No. 1 and another investor entered into additional share subscription agreements pursuant to which the Additional PIPE Investors have committed to subscribe for and purchase 2,750,000 Gogoro Ordinary Share at $10.00 per share for an aggregate purchase price of $27,500,000 (the “Additional PIPE Financing”).
  • PIPE over $250 million at $10.00 per share backed by strategic partners including Hon Hai (Foxconn) Technology Group and GoTo Group, the largest technology group in Indonesia, vehicle partners, and new and existing financial investors including Generation Investment Management, Taiwan’s National Development Fund, Temasek and founding investor, Dr. Samuel Yin of Ruentex Group.

EARNOUT

  • Gogoro may issue up to 12,000,000 Gogoro Ordinary Shares (the “Earnout Shares”) to persons who are Gogoro’s shareholders immediately prior to the First Effective Time (the “Earnout Participants”) and in accordance with each Earnout Participant’s Pro Rata Portion.
    • One-third of the Earnout Shares are issuable if over any twenty trading days within any thirty trading day period during the Earnout Period the volume-weighted average price of the Gogoro Ordinary Shares is greater than or equal to $15.00, $17.50 and $20.00, respectively.
  • The Sponsor Support Agreement also provides that 6,393,750 of the Gogoro Ordinary Shares held by Sponsor immediately after the First Effective Time shall become unvested and subject to forfeiture.
    • Subject to the terms and conditions contemplated by the Sponsor Support Agreement, one-third of the Sponsor Earn-In Shares will vest upon the occurrence of an Earnout Event during the Earnout Period.
    • Any Sponsor Earn-In Shares, to the extent not vested upon expiration of the Earnout Period, shall be forfeited by Sponsor to Gogoro for no consideration and Sponsor shall surrender such Sponsor Earn-In Shares to Gogoro upon which such Sponsor Earn-In Shares shall be cancelled.

LOCK-UP

Gogoro Shareholder Lock-Up

  • Concurrently with the execution and delivery of the Merger Agreement, Gogoro, Poema and certain Gogoro shareholders (the “Gogoro Lock-Up Shareholders”) have entered into certain Lock-Up Agreements (the “Gogoro Shareholder Lock-Up Agreements”), pursuant to which, each Gogoro Lock-Up Shareholder agreed not to transfer
    • (i) any Gogoro Ordinary Shares held by such Gogoro Lock-Up Shareholder immediately after the First Effective Time
    • (ii) any Gogoro Ordinary Shares issuable upon the exercise of options or warrants to purchase Gogoro Ordinary Shares held by such Gogoro Lock-Up Shareholder immediately after the First Effective Time (along with such options or warrants themselves)
    • (iii) any Gogoro Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Gogoro Ordinary Shares held by such Gogoro Lock-Up Shareholder immediately after the First Effective Time (along with such securities themselves)
    • (iv) any Earnout Shares to the extent issued pursuant to the Merger Agreement (such Gogoro Ordinary Shares, options, warrants and securities, collectively, the “Gogoro Shareholder Locked-Up Shares”) during the applicable lock-up period, subject to customary exceptions.
  • For each Gogoro Lock-Up Shareholder who is not a member of Gogoro’s management, the applicable lock-up period will be:
    • (i) with respect to 50% of such Gogoro Lock-Up Shareholder’s Gogoro Shareholder Locked-Up Shares, six months from and after the Closing Date
    • (ii) with respect to 50% of such Gogoro Lock-Up Shareholder’s Gogoro Shareholder Locked-Up Shares, twelve months from and after the Closing Date. For each Gogoro Lock-Up Shareholder who is a member of Gogoro’s management, the applicable lock-up period will be twelve months from and after the Closing Date.
  • The lock-up requirements will cease to apply after the date on which the closing price of the Gogoro Ordinary Shares equals or exceeds $17.50 per share for any twenty trading days within any consecutive thirty trading day period after the Closing Date.

Sponsor Lock-Up

  • The lock-up requirements will cease to apply after the date on which the closing price of the Gogoro Ordinary Shares equals or exceeds $17.50 per share for any twenty trading days within any consecutive thirty trading day period after the Closing Date.

SUPPORT AGREEMENT

  • Pursuant to the Sponsor Support Agreement, Sponsor, among other things, also agreed not to transfer any Gogoro Ordinary Shares held by it immediately after the First Effective Time during a period of six months from and after the Closing Date, subject to customary exceptions.
  • The lock-up requirements will cease to apply after the date on which the closing price of the Gogoro Ordinary Shares equals or exceeds $17.50 per share for any twenty trading days within any consecutive thirty trading day period after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Subsequent Event – On April 4, 2022, Poema Global, Gogoro, Merger Sub and Merger Sub II entered into a waiver to the Merger Agreement with respect to the waiver of the Minimum Available Cash Condition.
  • The funds contained in Poema’s trust account (after giving effect to the Poema Shareholder Redemption and net of any unpaid or contingent liabilities of Poema including any deferred underwriting commissions and transaction expenses), together with the aggregate amount of proceeds from any PIPE Financing and any amount raised pursuant to the permitted equity financing prior to the Closing, equaling or exceeding $400,000,000 (the “Minimum Available Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • March 31, 2022 (the “Termination Date”)
  • By Gogoro if the Minimum Available Cash Condition becomes incapable of being satisfied without any amendments, modifications, supplements or waivers to the Merger Agreement or the PIPE Agreements

ADVISORS

  • Kirkland & Ellis LLP is serving as legal advisor to Poema Global.
  • Citibank and UBS are serving as joint placement agents on the PIPE offering.
  • Winston & Strawn LLP is serving as legal advisor to the placement agents.
  •  Wilson Sonsini Goodrich & Rosati is serving as legal advisor and Goldman Sachs is serving as financial advisor to Gogoro.

MANAGEMENT & BOARD

Executive Officers

Homer Sun, 49
Director and Chief Executive Officer

Mr. Sun is a seasoned private equity investor and M&A practitioner with over 20 years of experience. Mr. Sun was formerly the Chief Investment Officer of Morgan Stanley Private Equity (“MSPE”) Asia, a Managing Director at Morgan Stanley and a member of the Firm’s Global Private Credit & Equity Executive Committee. While leading MSPE Asia over 14 years, Mr. Sun managed and fully invested three Pan-Asian funds totaling $3.7 billion of capital deployed across approximately 60 buyout and growth investments. Mr. Sun’s private equity investing led to Asian Venture Capital Journal naming him “China Private Equity Professional of the Year”. Prior to MSPE Asia, Mr. Sun spent 10 years as an M&A banker at Morgan Stanley Investment Banking Division and as an M&A lawyer at Simpson Thacher & Bartlett. During the course of his career, Mr. Sun has negotiated, structured and led dozens of merger, acquisition and divestiture transactions. These M&A transactions have involved both public and private company deal processes and have primarily been cross-border in nature. Mr. Sun holds a B.S.E. (Chemical Engineering), magna cum laude, from the University of Michigan and a Juris Doctor, cum laude, from the University of Michigan Law School. Mr. Sun is fluent in English and Mandarin.

Marc Chan, 59
President

Mr. Chan is a serial entrepreneur, manager and investor with over 35 years of experience. Currently, he serves as the Executive Director of Amprion Inc., where he is actively involved in technology and product roadmaps, services positioning, market strategies and key management hiring. In 2000, he co-founded the networking equipment provider Harbour Networks, which was acquired by a large strategic investor. Prior to Harbour Networks, he founded Huacomm, a telecom and networks system integration firm in 1997 and continues to serve as an Executive Director where he is involved with business operations as well as marketing and distribution channel strategies. In addition, Mr. Chan serves as an advisor to several global private equity funds, including the Limited Partner Advisory Committee of Princeville Capital. He has 20 years of investment experience across numerous firms as a lead and core strategic advisor, including ArcSoft Inc. (SHA: 688088, Internet & Software) and OM Holdings Ltd. (ASX: OMH, Advanced Materials).  As an experienced operator, Mr. Chan has held various management positions, including the Strategic Marketing Manager for Motorola Semiconductors Asia Pacific, where he was responsible for product pipeline, market strategy and development, major client relationships and strategic technology cooperation programs for the Asia Pacific region. Mr. Chan also served as a Sales and Marketing Manager for the Greater China region at Texas Instruments, where he was responsible for accounts and distribution channel development. Prior to re-locating to Asia from Canada, Mr. Chan worked as a System Design Manager at Motorola Communications Canada, as well as Canadian National Railways, where he was responsible for implementation of supply contracts for major Canadian Government IT and Defense programs. Mr. Chan holds a Bachelor’s Degree of Applied Sciences (Electrical & Electronic Engineering) from the University of Western Ontario. Mr. Chan is fluent in English, Mandarin, Cantonese and Malay.

Board of Directors

Emmanuel DeSousa, 53
Director and Co-Chairman

A seasoned investor with over 20 years of experience in the technology sector spanning advertising, e-commerce, marketplaces, data analytics, and software sectors across Europe, U.S. and Latin America, Mr. DeSousa is a member of the board of directors or shareholder’s committee at a number of well-established, European technology companies, including Auto1 Group and Ozon. Mr. DeSousa has a proven investment and advisory track record spanning marquee global technology companies including Alibaba, eBay, Sabre, Softbank and Yandex. Prior to founding Princeville Capital, Mr. DeSousa served as the Vice-Chairman of Global Technology, Media and Telecom and the Head of Global Internet & New Media investment banking at Deutsche Bank in Silicon Valley. Prior to joining Deutsche Bank, Mr. DeSousa was the Head of the Ibero-American technology investment banking team across Europe and Latin America at Credit Suisse. He holds a B.A. with honors from McGill University, a masters of science in computer information systems from Vrije Universiteit Brussels, and an M.B.A. from The University of Chicago Booth School of Business. Mr. DeSousa is fluent in English, Portuguese and Spanish.

Joaquin Rodriguez Torres, 49
Director and Co-Chairman

An experienced corporate finance advisor and investor with over 20 years of experience in the technology sectors across Asia, U.S. and Europe. Mr. Rodriguez Torres’ advisory clients include leading technology companies, such as Alibaba, Cisco Systems, MercadoLibre, NXP Semiconductors, TAL Education, Tencent and Xiaomi, among others. He has advised in many award-winning transactions throughout his career, as well as on SPAC IPOs and successful subsequent mergers. Currently, he is a member of the board of directors in a voting or an observer or advisory capacity at several technology companies, including Cue & Co., Doctor on Demand, Hipac, Remitly and Versa Networks. Mr. Rodriguez Torres was formerly a managing director at Deutsche Bank in Silicon Valley and Asia for 11 years, holding various leadership roles, including the Head of Technology, Media and Telecom in Asia and a member of the Corporate Finance Advisory Board. Prior to moving to Asia in 2008, he spent eight years in Silicon Valley at Deutsche Bank and Lehman Brothers, advising leading technology companies. Throughout his career, Mr. Rodriguez Torres has executed over 120 corporate finance transactions globally with an aggregate value of more than $125 billion, including raising more than $30 billion in 25 global IPOs. Prior to moving to the U.S. in 1998, Mr. Rodriguez Torres founded and led multiple tech start-ups in Latin America. He holds a B.S. with honors from Universidad Catolica Argentina and an M.B.A. with honors from the University of Virginia Darden School of Business. He is also currently the vice-chairman of the Global Advisory Council at the University of Virginia Darden School of Business. Mr. Rodriguez Torres is fluent in English, Spanish and Portuguese.

Teresa Barger, 65
Independent Director

Ms. Barger co-founded Cartica Management LLC, an alternative asset manager dedicated to Emerging Market investment, in 2009, where she currently serves as the CEO. Prior to that, Ms. Barger spent 21 years at the International Finance Corporation investing in emerging market companies in nearly all regions of the world. At IFC, among other positions, Ms. Barger was Division Manager for Africa, Deputy Director of Credit/Investment Review, and Director of Private Equity and Investment Funds. In that post, Ms. Barger created the first index for EM private equity and co-founded the Emerging Markets Private Equity Association (EMPEA). Ms. Barger also developed the first two corporate governance funds in the Emerging Markets, for Korea and Brazil. Ms. Barger was subsequently Director of Corporate Governance and Securities Market Development. In that position Ms. Barger was responsible for the governance aspects of IFC investments and using governance as a value addition strategy. Before joining IFC, Ms. Barger was with McKinsey & Company. In addition, Ms. Barger currently serves as a member of the Council on Foreign Relations and serves on the boards of American University in Cairo, National Investment and Infrastructure Fund of India, and ANERA. Ms. Barger also serves on the Advisory Council for the Pacific Pension and Investment Institute and Princeville Climate Tech Fund. Ms. Barger received her Bachelor of Arts magna cum laude from Harvard College and her MBA from the Yale School of Management. Ms. Barger also did post graduate work at the American University in Cairo.

Richard Hart, 56
Independent Director

Mr. Hart has over 20 years of management experience in the technology and financial services industries. Mr. Hart currently serves as a member of the board of directors of Altair Engineering (NASDAQ: ALTR), a technical software company; of Wonolo, Inc., a private on-demand labor staffing platform, and of Vitech Corporation, a private vendor of systems software to the financial and insurance verticals. Mr. Hart served as the Chief Strategy Officer of Guidewire Software (NYSE: GWRE), from March 2018 through November 2018, and as its Chief Financial Officer, from March 2015 through March 2018. From 1999 through 2013, Mr. Hart served, among other roles, as a Managing Director at Credit Suisse and later at Deutsche Bank, assisting software technology companies with their strategic and financing needs. Prior to his career in technology investment banking, Mr. Hart practiced as an attorney at Wilson Sonsini Goodrich & Rosati. Mr. Hart holds a dual Bachelor’s degree in Physics and Folklore from the University of Pennsylvania and a Juris Doctorate degree from the New York University School of Law.

Christina Kosmowski, 44
Independent Director

Ms. Kosmowski has over 20 years of experience in the enterprise software space, holding various leadership positions at leading organizations. Ms. Kosmowski currently serves as a Vice President and Global Head of Customer Success and Services at Slack Technologies (NYSE: WORK), Inc. Ms. Kosmowski is responsible for ensuring customers realize the type of business value from Slack that drives lifetime customer loyalty. Prior to Slack, Ms. Kosmowski spent 15 years at Salesforce (NYSE: CRM), where she oversaw functions including renewals, consulting, support and customer success management. Ms. Kosmowski started her career as a manufacturing engineer at Tenneco Packaging and also worked as a project manager at Inforte, a global consulting firm specializing in e-business software applications. Ms. Kosmowski serves on the board of Rapid7 (NASDAQ: RPD), a provider of security data and analytics solutions that enable organizations to implement an active approach to cyber security. Ms. Kosmowski received her Bachelor of Science degree in Industrial Engineering from Northwestern University.

Gary Wojtaszek, 54
Independent Director

Mr. Wojtaszek has extensive experience leading both emerging and established companies with respect to corporate finance and public markets strategy. Mr. Wojtaszek most recently served as the President and Chief Executive Officer of CyrusOne, Inc. (NASDAQ: CONE), a real estate investment trust that builds and manages carrier-neutral data centers and provides colocation and peering services, from August 2011 to February 2020. Prior to that, Mr. Wojtaszek served as chief financial officer and board member of Cincinnati Bell Inc. (NYSE: CBB), where he had responsibility for the data center business and oversaw CyrusOne’s successful spin-off and IPO. Prior to joining Cincinnati Bell in July 2008, he was senior vice president, treasurer, and chief accounting officer for the Laureate Education Corporation (NASDAQ: LAUR) in Baltimore, Maryland from 2006 to 2008. Prior to that, Mr. Wojtaszek worked at Agere Systems (NYSE: AGR), the semiconductor and optical electronics communications division of Lucent Technologies (NYSE: LU), from 2001 to 2008, which was subsequently spun off through an initial public offering. While at Agere Systems, Mr. Wojtaszek worked in a number of finance positions, ultimately serving as the vice president of corporate finance, overseeing all controllership, tax and treasury functions. Mr. Wojtaszek started his career in General Motors Company’s New York treasury group and joined Delphi Automotive Systems as the regional European treasurer in connection with the initial public offering and spin-off of Delphi Automotive Systems from General Motors. Mr. Wojtaszek currently serves on the Board of GDS Holdings Ltd. (NASDAQ: GDS), an integrated provider of high-performance data centers and Information Technology infrastructure services in China, the board of directors of the Lyle School of Engineering at Southern Methodist University, and the advisory board of the Lyle School of Engineering’s Datacenter Systems Engineering Program at Southern Methodist University, Columbia University’s Lang Entrepreneur Center and the Dallas Chamber of Commerce. Mr. Wojtaszek previously served as a director of Cincinnati Bell Inc., the Dallas Zoo, and Tech Wildcatters. Mr. Wojtaszek received his master’s degree of Business Administration from Columbia University and his bachelor’s degree from Rutgers University, where he was elected to Phi Beta Kappa.

 

ByKristi Marvin