Provident Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Perfect Corp.
ENTERPRISE VALUE: $1.019 billion
ANTICIPATED SYMBOL: PERF
Provident Acquisition Corp. proposes to combine with Perfect Corp., a provider in augmented reality (“AR”) and artificial intelligence (“AI”) Software-as-a-Service (“SaaS”) solutions to beauty and fashion industries.
The company utilizes facial 3D modeling, and AI deep learning technologies, Perfect empowers beauty brands with product try-on, facial diagnostics, and digital consultation solutions to provide consumers with an enjoyable, personalized, and convenient omnichannel shopping experience. Today, Perfect has the leading market share in helping the world’s top beauty brands execute digital transformation, improve customer engagement, increase purchase conversion, and drive sales growth while maintaining environmental sustainability and fulfilling social responsibilities.
With 44 granted patents and other pending patent applications, Perfect believes that it is well-positioned to empower beauty brands. Within six years of inception, Perfect’s enterprise solutions are utilized by 95% of the world’s top 20 global beauty groups and over 400 beauty brands in more than 80 countries. Perfect’s consumer apps have also achieved over 950 million downloads globally and enabled over 10 billion virtual product try-ons annually.
TRANSACTION
- Under the terms of the business combination agreement between Perfect and Provident, the transaction sets Perfect’s enterprise value at US$1.02 billion.
- The business combination is expected to provide Perfect with approximately US$335 million in gross proceeds, including US$50 million from concurrent PIPE transaction, US$55 million from the forward purchase agreements, and US$230 million currently held in trust by Provident.
- The forward purchase agreements were entered into at the time of Provident’s initial public offering and committed by long-term institutional investors Ward Ferry Management and other investors including an affiliate of Provident.
- The proposed transaction is expected to be completed in the third quarter of 2022.
PIPE
- $50 million from concurrent PIPE transaction
- The PIPE transaction is anchored by several investors including CHANEL, CyberLink, Shiseido and Snap, as well as reputable financial investors.
- PIPE Share price: $10.00
FORWARD PURCHASE AGREEMENT
- WF Asian Reconnaissance Fund Limited ($25M), PT Nugraha Eka Kencana ($10M), Aventis Star Investments Limited ($20M) (affiliate of the Sponsor) collectively entered into a forward purchase agreement for $55 million at $10.00/Share
EARNOUT & FORFEITURE
- Sponsor Earnout:
- 1380000 Shares will be forfeited immediately
- 3662653 Shares will be subject to an Earnout
- 50% will be released after the shares equal or exceed $11.50 for 20/30 trading days
- 50% will be released after the shares equal or exceed $13.00 for 20/30 trading days
- The sponsor can earn these shares over a 5 year period or the earnout shares will be forfeited
- Company Earnout:
- 10 million shares total
- 3 million after trading for $11.50 for 20/30 trading days
- 3 million after trading for $13.00 for 20/30 trading days
- 4 million after trading for $14.50 for 20/30 trading days
- The company can earn these shares over a 5 year period or the earnout shares will be forfeited
- 10 million shares total
LOCK-UP
Company:
- 6 months from and after the Closing Date.
Sponsor:
- Will not transfer Shares over a period of 12 months from Closing, which can be released early after 180 days if the shares exceed $12.00 for 20/30 trading days.
- For each of Cyberlink International Technology Corp., Alice H. Chang, Louis Chen and Johnny Tseng, the applicable lock-up period will be 12 months from and after the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- The minimum cash left after PIPE, FPA and the Trust account be exceed or equal to $125,000,000.
NOTABLE CONDITIONS TO TERMINATION
- December 31, 2022 (the “Termination Date”)
ADVISORS
- Sullivan & Cromwell LLP is serving as legal advisor to Perfect.
- Davis Polk & Wardwell LLP is serving as the legal counsel to Provident.
- Latham & Watkins LLP is serving as the legal advisor to the placement agents.
- Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) is serving as the financial advisor to Perfect.
- Citigroup Global Markets Asia Limited and Barclays Capital are serving as co-placement agents and co-capital market advisors on the PIPE offering.
- Barclays Capital is also serving as M&A financial advisor to Provident.
MANAGEMENT & BOARD
Executive Officers
Michael Aw Soon Beng, 44
Director, Chief Executive Officer & Chief Financial Officer
Michael Aw is a founding partner of Provident Growth. Mr. Aw has 20 years of investing and investment banking experience. He currently serves as a director on the Board of Pomelo, the leading technology driven modern fashion brand in Thailand and Southeast Asia. In addition, Mr. Aw serves as a director on the board of Horangi, a high-growth cybersecurity SaaS company in Southeast Asia and a board observer of Traveloka. Prior to founding Provident Growth in 2018, Mr. Aw served as a Managing Director in Provident Capital for one year and was responsible for technology-related investments in Southeast Asia. Prior to joining Provident Capital, Mr. Aw spent 16 years in UBS’s Investment Banking division in Hong Kong till 2016, where he lastly served as Managing Director and Head of Technology, Media and Telecommunications in Asia. At UBS, Mr. Aw led and completed various mergers and acquisitions, de-mergers, initial public offerings, bond offerings and loan transactions across various geographies. Mr. Aw holds a B.A. in Accounting and Finance from the University of Manchester and M.Phil. in Management Studies from University of Cambridge. Mr. Aw was also a Cambridge Chevening Scholar.
Andre Hoffmann, 64
President
Andre Hoffmann has also served as the Executive Vice-Chairman of L’Occitane Group since 2016. Mr. Hoffmann has over 40 years of experience in the consumer retail sector. Mr. Hoffmann invested in L’Occitane Group in 1995 and spearheaded and built its Asia business from a start-up to a leading consumer retail company. Under Mr. Hoffmann’s leadership, L’Occitane en Provence successfully grew in Asia from a single store to over 450 stores as of March 31, 2020 and started its online partnerships in China. L’Occitane Group achieved more than $700 million of revenue from Asia in fiscal year 2020 ended March 31, 2020, according to L’Occitane Group’s annual report for such fiscal year. Mr. Hoffmann was a key member of the senior team that led L’Occitane Group’s $900 million acquisition of Elemis, a leading British luxury skincare and spa brand, in 2019. Apart from L’Occitane Group, Mr. Hoffmann invested in Venchi’s Greater China joint venture to help Venchi expand and grow in North Asia. Mr. Hoffmann is also a serial investor who has actively invested in multiple technology companies and sits on the board of Pomelo and the advisory board of Square Yards, a property technology company in India. Mr. Hoffmann holds a B.A. in Economics from the University of California at Berkeley.
Board of Directors
Winato Kartono, 49
Executive Chairman of the Board
Winato Kartono is a founder of Provident Group. Mr. Kartono has 24 years of experience in founding, investing, building and operating businesses. He serves as commissioner on the board of Gojek, the largest Internet platform in Indonesia and Tower Bersama. Mr. Kartono is a co-founder of JD.id, founder of Tower Bersama, and founder of Merdeka Copper Gold. Prior to founding PT Provident Capital Indonesia (PCI) in 2004 and Provident Growth in 2018, Mr. Kartono worked at Salomon Smith Barney (now Citigroup) for eight years from 1996 to 2004, where he lastly served as the Head of Investment Banking in Indonesia. Prior to joining Salomon Smith Barney, Mr. Kartono worked at Arthur Andersen and Bank Sumitomo Niaga. Mr. Kartono holds a BCommerce from Trisakti University, Indonesia.
Charles Mark Broadley, 64
Independent Director
Mr. Broadley has served as an independent non-executive director of L’Occitane International S.A. since 2008 and is a member of the remuneration committee. He also chairs the audit committee of the board of L’Occitane International S.A. Mr. Broadley serves as interim CEO and member of the audit committee of Future Mobility Solutions, a boat manufacturer focused on military and commercial rigid inflatable boats, where Mr. Broadley is also a shareholder. Mr. Broadley is also a shareholder and has served on the board of Carinat Sports Marketing, a sports marketing company focused on rugby and golf, since 2013, and is Chairman of World Tens Series Inc., a subsidiary of Carinat Sports Marketing. Mr. Broadley is a seasoned investor and has been investing on his own behalf and on behalf of an investor from the Middle East since 2011. His previous investments include M2 Education and Samoa Water. Mr. Broadley’s prior professional experience includes founding Voyager Partners, a private equity firm whose notable transactions include the purchase of a controlling interest in the Fairmont Raffles Hotel Group and of an interest in the Majestic Hotel Group in France. Voyager Partners also purchased the Raffles Hotel in Singapore on behalf of its investor group and a number of commercial properties in France. Prior to Voyager Partners, Mr. Broadley was on the board of the Hong Kong and Shanghai Hotels Group (Peninsula) as Chief Financial Officer of the Group from 2003 to 2008. Mr. Broadley started his career as an investment banker at UBS in London and subsequently joined HSBC and Rothschilds. Mr. Broadley holds an M.A. in law from Cambridge University.
Kenneth Walton Hitchner III, 60
Independent Director
Mr. Hitchner brings a wealth of financial services experience through a 28-year career at Goldman Sachs. Mr. Hitchner began his career at Goldman Sachs in New York City, United States in 1991 and became a partner in 2002. Over the course of his career at Goldman Sachs from 1991 to 2019, Mr. Hitchner served as the global head of the healthcare banking group and global co-head of the technology, media and telecom group. Selected transactions completed in this period include Ping An Health Cloud’s approximately US$500 million private placement in 2016, as well as the initial public offerings of Xiaomi Corporation, Pinduoduo Inc., China Tower Corporation Limited, Meituan Dianping and Tencent Music Entertainment Group. Prior to his retirement from Goldman Sachs, Mr. Hitchner relocated to Hong Kong in 2013 and served as the chairman and chief executive officer of Goldman Sachs in Asia Pacific Ex-Japan and a member of Goldman Sachs’ Global Management Committee. Mr. Hitchner currently serves as a board member of Shanghai-based Wuxi Biologics (Cayman) Inc. and a senior advisor to Wuxi AppTec Co., Ltd., two of China’s leading healthcare companies. Mr. Hitchner received his B.A. degree from The University of Colorado and an MBA from Columbia Business School.
John Mackay McCulloch Williamson, 61
Independent Director
Mr. Williamson served as Managing Director of NatWest Investment Services, London from 1992 to 1994 and the Chief Operating Officer of NatWest Securities Asia Holdings Limited from 1994 to 1998. From 1998 to 2007, Mr. Williamson served as Managing Director and Head of Infrastructure and Operational Risk at Morgan Stanley Asia. From 2007 to 2018, he was at Search Investment Group Limited as Senior Managing Director (from 2012 to 2018), CFO (from 2007 to 2018) and Managing Director (from 2007 to 2011). From 2011 to 2018, Mr. Williamson also served as Chief Executive Officer at SAIL Advisors Limited. Since 2018, Mr. Williamson has served and currently serves as Chairman and Managing Partner of Generations Limited, a family office consulting firm. Since 2008, Mr. Williamson has served and currently serves as an independent non-executive director of Hong Kong Exchanges and Clearing Limited (HKEX). He currently serves as the Chairman of the HKEX’s Risk Committee and a member of the Board Executive, Audit, Corporate Social Responsibility, Remuneration and Risk Management Committees. Mr. Williamson previously served as a member of HKEX’s Nomination Committee, Investment Advisory Committee and Clearing Consultative Panel. In 2020, Mr. Williamson was appointed as non-executive Chairman of the UK Tote Group Limited, the UK’s leading pool betting operator, and as a non-executive director of Pacific Basin Shipping Limited. Mr. Williamson received his B.A. degree from Heriot-Watt University in 1980, is a chartered accountant and member of The Institute of Chartered Accountants of Scotland, a Fellow of the Chartered Institute of Securities and Investment, UK, a Senior Fellow of the Hong Kong Securities and Investment Institute and a Member of the Hong Kong Management Association.

