Malacca Straits Acquisition Company Limited *
LIQUIDATION – 6/13/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be June 16, 2023.
- The per-share redemption price will be approximately $10.53
The below-announced combination was terminated on 6/13/23. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Indiev, Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: INEV
Malacca Straits Acquisition Company Limited proposes to combine with Indiev, Inc., an electronic vehicle company specializing in the design of next-generation electric vehicles.
- INDIEV is the future of smart mobility.
- Created in Los Angeles, California in 2017, INDIEV specializes in the design of the next generation of electric vehicles.
- The company’s first model, INDI One, is a smart electric car with the sector’s first Vehicle Integrated Computer (VIC), an incredibly powerful personal computer, which gives users access to the same entertainment, productivity, and even Web3.0 access as their home computing systems give them.
EXTENSION – 10/17/22 – LINK
- The Shareholder vote to extend from October 17, 2022 to July 17, 2023 was approved.
- 4,188,197 Class A ordinary shares were redeemed for $10.33 per share.
- The Sponsor has agreed to loan to the Company up to $153,654.12 to deposit into the Company’s trust account in an amount of $17,072.68/month to extend the Termination Date on a month-by-month basis through July 17, 2023
SUBSEQUENT EVENT – 9/30/22 – LINK
- Simultaneously with the execution of the Merger Agreement, Malacca and BTIG, LLC, entered into an amendment to the underwriting agreement, pursuant to which:
- Malacca decreased the deferred underwriting fee payable to the underwriters of Malacca’s initial public offering with respect to the Closing from $5,031,250 in cash to a total of $1,500,000 in cash and 200,000 shares of Malacca Common Stock, both deliverable at the Closing.
- And in exchange, therefore, Malacca agreed to eliminate Malacca’s right to pay a portion of the deferred underwriting fee to third parties that did not participate in the IPO that assist Malacca with its initial business combination.
TRANSACTION
- INDIEV will merge with a wholly-owned subsidiary of Malacca and the holders of the outstanding INDIEV shares will receive shares in Malacca valued at $600 million.
- In addition, the holders of INDIEV shares will be eligible to earn up to an additional 20,000,000 shares (approximately $200 million at current prices) on the achievement of performance milestones related to the price of the combined company’s common stock for the period starting 150 days after the closing until December 31, 2024, and vehicle sales targets for the first and second full years following closing.
- The closing under the merger agreement and the PIPE transaction is anticipated to occur in the first quarter of 2023.
- Malacca will be rebranded and operate as “INDI Electric Vehicles Inc.” and is expected to list on Nasdaq under the ticker symbol “INEV.”
PIPE
- Malacca and Indiev entered into subscription agreements with Mr. Hai Shi, founder and Chief Executive Officer of INDIEV for an aggregate of 1,500,000 shares of Malacca’s common stock, at a price of $10.00 per share, for an aggregate of $15,000,000, in a private placement to be consummated immediately prior to the Closing of the Transaction.
LOCK-UP
Company & Sponsor:
- Each Indiev stockholder party and Founder Shares held by the Sponsor agreed not to sell any Restricted Securities:
- During the period commencing from the Closing and ending one year after the Closing
- Subject to early release if the closing price of shares of Malacca common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, stock splits, stock dividends, rights issuances, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30 trading period commencing at least 150 days after the Closing.
EARNOUT
- In addition, the holders of INDIEV shares will be eligible to earn up to an additional 20,000,000 shares (approximately $200 million at current prices) on the achievement of performance milestones related to the price of the combined company’s common stock for the period starting 150 days after the closing until December 31, 2024, and vehicle sales targets for the first and second full years following closing.
NOTABLE CONDITIONS TO CLOSING
- The Merger Agreement contains customary conditions to Closing including the satisfaction of the $5,000,001 minimum net tangible asset test by Malacca.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the Closing, including:
- (i) by either Malacca or Indiev if any of the conditions to Closing have not been satisfied or waived by October 17, 2022 (with such date being automatically extended to April 17, 2023, in the event Malacca obtains an extension of the deadline by which it must complete its business combination pursuant to its organizational documents).
- (ii) by either Malacca or Indiev if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining, or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable
ADVISORS
- Sheppard Mullin Richter & Hampton, LLP served as legal advisors to INDIEV.
- Ellenoff Grossman & Schole LLP served as legal advisors to Malacca.
- Maples Group acted as Cayman Islands counsel to Malacca.
The below announced combination was terminated on 9/7/21. 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: Vision+ [TERMINATED on 9/7/21 – LINK]
ENTERPRISE VALUE: $573 million
ANTICIPATED SYMBOL: tbd
Malacca Straits Acquisition Company Limited proposes to combine with Vision+, Indonesia’s fastest growing Over-The-Top media business and MNC Play, the 3rd largest broadband and IPTV operator in Indonesia.
Founded in 2020, AVN is the holding company for Vision+, Indonesia’s fastest growing and unique over-the-top or OTT business, integrated with Indonesia’s only 100% fiber-optic broadband and IPTV service provider. AVN is part of Southeast Asia’s largest integrated media group, MNC Group (IDX:BMTR, MNCN, IPTV), which operates the largest Free-To-Air and Pay TV Broadcast networks in Indonesia, and is the number 1 producer of local language content. Vision+ provides premium TV channels, all Free-To-Air channels and Video on Demand (“VOD”) content to both local and international, including original productions by Vision Pictures. Vision Pictures produces more than 10-20 exclusive new programs every month to add to the already robust catalog of content. In addition to VOD content, subscribers of Vision+ can enjoy time-shifting and catch-up features across 120 linear channels. Vision+ has 32 million active users with more than 5.6 million registered users and more than 1.6 million paid subscribers.
MNC Play, the Company’s broadband and IPTV services segment, delivers fiber-optic based broadband & IPTV services and is the pioneer in 100% FTTH technology in Indonesia. MNC Play offers an unparalleled and the largest content selection among Indonesian IPTV providers through partnerships with MNC Group and international content producers. MNC Play content can also be accessed through its Playbox or Android OTT. In 2020, AVN combined MNC Play and Vision+ into a consolidated OTT, IPTV and broadband platform.
AVN has secured partnerships with leading network providers to advance its network expansion to more than a million homes covering 14+ cities. MNC Play became the first broadband provider to secure a multi-year deal with ICON+, a subsidiary of state-owned electricity company PLN, which has vast consumer market access leading to low roll-out costs. With the Company’s leading media technology and exclusive partnerships, the Company is able to offer the broadest selection of high-demand Indonesian language content. The partnership with MNC Group allows exclusive OTT access to its content library, including MNC Pictures, Indonesia’s largest production company, whose productions regularly occupy the #1 slots for nationwide viewing figures.
EXTENSION – 12/27/21 – LINK
- At the Annual Meeting on December 27, 2021, the Company extended the date by which the Company must consummate a business combination from January 17, 2022, to October 17, 2022 (the “Extension Amendment Proposal”).
- In connection with the vote to approve the Extension Amendment Proposal, the holders of 9,669,449 Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share, for an aggregate redemption amount of approximately $96,761,060.02.
TRANSACTION
- The business combination values the combined company at $573 million post-money pro forma enterprise value and will result in approximately $135 million of net proceeds to the company’s balance sheet, assuming that there are no redemptions by Malacca’s public stockholders or purchase price adjustments.
- A newly-formed Cayman Islands subsidiary of AVN will merge with and into Malacca Straits, with Malacca Straits surviving the merger as a wholly-owned subsidiary of AVN, and with AVN becoming the successor US-listed company to Malacca Straits.
- It is anticipated that, following the business combination, AVN’s American Depositary Receipts (“ADRs”) representing ordinary shares and AVN’s warrants to acquire ADRs will be listed on NASDAQ.
- Outstanding securities of Malacca Straits will be replaced by replacement securities of AVN, with the replacement AVN ordinary shares being held by The Bank of New York Mellon as the depository, and with the Bank of New York Mellon delivering ADRs of AVN to Malacca Straits’ security holders. Each Malacca Straits shareholder will receive an ADR representing one AVN ordinary share in exchange for each MLAC ordinary share that they hold; and each Malacca Straits warrant will become a warrant to purchase one ADR.
- MNC Group will roll 100% of its equity in AVN, and will receive additional AVN ordinary shares in connection with the merger so that when combined with its existing shares, it will own a number of shares reflecting a pre-money enterprise value of AVN of $530 million, subject to certain purchase price adjustments and indemnification obligations, with each AVN ordinary share valued at the price per share paid to each Malacca Straits public shareholder who redeems their MLAC shares in connection with the business combination.
PIPE
- There is no PIPE for this deal.
LOCK-UP
- At the Closing, Parent will enter into a Lock-Up Agreement with AVN and the Malacca Representative with regard to the AVN Ordinary Shares held by Parent at the Closing and to be issued by AVN to Parent after the Closing under the Business Combination Agreement.
- In the Lock-Up Agreement, Parent will agree that it will not, during the period commencing from the Closing and ending on the one (1) year anniversary of the Closing, or if earlier:
- (i) the date after the Closing on which the last sale price of the ADSs on the principal securities exchange or securities market on which such security is then traded equals or exceeds $12.00 per share (as equitably adjusted) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing
- (ii) the date on which AVN consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of AVN’s shareholders having the right to exchange their equity holdings in AVN for cash, securities or other property
- (i) lend, offer, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any such securities of Parent
- (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such securities of Parent
- (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), subject to certain permitted transfers during the Lock-Up Period.
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash in trust amount.
NOTABLE CONDITIONS TO TERMINATION
- August 31, 2021 (the “Outside Date”)
ADVISORS
- BTIG, LLC is acting as financial advisor to Malacca Straits.
- Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor to Malacca Straits
- Hadiputranto, Hadinoto & Partners is acting as Indonesian counsel to Malacca Straits
- Maples & Calder LLP is acting as Cayman Islands counsel to Malacca Straits.
- White & Case LLP acting as legal advisor to BTIG on the transaction.
- Eliot & Luther is acting as financial advisor to AVN and the MNC Group.
- DLA Piper is acting as the international legal advisor to AVN and the MNC Group.
MANAGEMENT & BOARD
Executive Officers
Kenneth Ng, 42 [Resigned 2/24/22]
Chief Executive Officer, President & Director
Mr. Ng has over 20 years of experience in hedge funds, private equity, equity derivatives, and buy-side investment banking. He is the founder and managing partner of Ark Pacific Capital Management Limited, an asset management company licensed with the Securities and Futures Commission in Hong Kong since 2014, with overall leadership responsibility in managing investments in growth, special situations private equity and real estate investments across Asia. He has also been serving as the executive director of Sprint Power Technology Limited, a consulting and engineering services company with a focus on low-carbon automotive technology, since 2018, where he is responsible for financial management, investor relations and global strategic partnerships. From 2005 to 2014, Mr. Ng served as an executive director and a founding team member at Elliott Advisors (HK) Limited, the Asian arm of the global multi-strategy hedge fund Elliott Associates, where he oversaw investments in public equities, public debt, private credit and private equity in Asia. Prior to that, Mr. Ng worked as an associate director in the equity derivatives department at UBS AG from 2004 to 2005 and an associate at TPG Capital Asia, a private equity firm, from 2001 to 2004. Mr. Ng started his career in New York with Merrill Lynch & Co. from 1999 to 2001, where he worked on corporate finance transactions and mergers and acquisitions in the technology sector. Mr. Ng graduated from Massachusetts Institute of Technology with a Bachelor’s degree in Computer Science and Engineering, a Bachelor’s degree in Management Science and a Master’s degree in Electrical Engineering and Computer Science.
Gordon Lo, 42 [Appointed 2/24/22]
Chief Executive Officer, President & Director
He has been the Chief Financial Officer and Chief Operating Officer of Donaco International Limited (ASX: DNA), a company engaged in leisure and entertainment businesses in the Asia-Pacific region, since January 2020. Prior to that, he was the Chief Financial Officer and Secretary of China Ruifeng Renewable Energy Holdings Limited (0527.HK), a company principally engaged in the operation of wind farms in China, from December 2018 to December 2019. From August 2018 to November 2018, Mr. Lo served as the Financial Controller of VHQ Hong Kong Holdings Ltd. (VHQ-KY 4803), a media company with operations in China, Malaysia and Singapore. Mr. Lo was the Regional Tax Director (Asia-Pacific) of W.L. Gore & Associates (Hong Kong) Limited, a wholesale distributor of piece goods or yard goods of natural or manmade fibers, from September 2014 to February 2018. Mr. Lo is a fellow member of Hong Kong Institute of Certified Public Accountants and a certified public accountant in Hong Kong, and a fellow member of The Association of Chartered Certified Accountants and a Certified Chartered Accountant in the U.K. Mr. Lo received his Bachelor of Business Administration degree in Accountancy from the City University of Hong Kong and his Master of Science degree in Investment Management from Hong Kong University of Science and Technology. Mr. Lo is well-qualified to serve on the Board due to his extensive corporate finance and publicly-listed company experience.
Stanley Wang, 54
Chief Financial Officer & Director
Since 2017, Mr. Wang has been the founder and managing director of K2 Venture Capital Company Limited, a venture capital investment company focused on investments in financial technologies and artificial intelligence opportunities in Southeast Asia. Since 2017, Mr. Wang has also been serving as a consultant and management investment committee member of TIH, where he provides consultation and approves investments. Prior to that, Mr. Wang held senior management positions in a few conglomerates, serving as a managing director at Emerging Asia Capital Partners, a Thailand-based project financing advisory firm, from 2015 to 2016, a senior financial advisor to Ital-Thai Development PCL, a civil infrastructure and construction group, and to the group’s founding family from 2004 to 2013, and the managing director to PK Development Pty Ltd, a property development company in South Africa, from 1996 to 2003, respectively. Prior to that, Mr. Wang was an executive director at Goldman Sachs (Asia) Limited, Hong Kong and Singapore from 1992 to 1995, a senior associate at Morgan Stanley (Asia) Limited, Hong Kong from 1990 to 1992, and an associate at Morgan Stanley Real Estate International, New York from 1988 to 1990, where he was involved in both real estate investment banking and project finance. Mr. Wang earned a Bachelor’s degree in Economics and Finance from The Wharton School of the University of Pennsylvania and an MBA degree from The University of Chicago.
Board of Directors
Christian Jason Chan, 47
Director
Mr. Chan is a private investor managing a family investment fund since 2003. He is a professional advisor to family offices and value-oriented investment funds. Mr. Chan was a director of several funds affiliated with ASM from 2006 to 2018. Mr. Chan served as an independent director and chair of the audit committee of LookSmart, Ltd. (Nasdaq: LOOK), a digital advertising solutions company, from 2013 to 2015. From 2001 to 2003, Mr. Chan was a trader and research analyst of LIM Advisors, an investment advisory group in Asia. Prior to that, he was the vice president of business development at Pioneer Global Group Limited (HK: 224), a Hong Kong real estate development company and investor, from 2000 to 2001. Mr. Chan started his career as an analyst, later an associate, at Goldman Sachs from 1995 to 2000, specialising in distressed assets. Mr. Chan holds a Bachelor of Arts and Science degree in Industrial Engineering and Quantitative Economics and a Master of Science degree in Engineering Economics from Stanford University.
Ping He, 35
Director
Mr. He brings over a decade of professional experience in international finance and venture capital. Since 2020, he has been serving as the head of finance at Osix Corporation, a growth capital financing company based in Silicon Valley. Concurrently, he is an active startup investor and advisor in several international companies spanning e-commerce, gaming, fintech, consumers and logistics, as well as a director of Labforinvention Corp., a novel materials research and development company, since 2019, and a director at Alkymia SAS, an internet technology company, since 2017. Mr. He was a director at Quintus Partners LLC, a cross-border merchant bank responsible for sourcing, due diligence and execution of M&A and growth capital mandates, from 2017 to 2019. Prior to that, from 2014 to 2015, he worked as a manager at Refinitiv, a global provider of financial market data and infrastructure, responsible for identifying and developing technology-enabled business opportunities. Mr. He was an investment associate at ASM from 2012 to 2013, an investment banking analyst at Barclays from 2010 to 2012 and an analyst at NERA Economic Consulting from 2006 to 2010. Mr. He received his Bachelor’s degree in Economics from The University of Chicago. He is also a CFA charterholder.
Dwi Prasetyo Suseno, 45 [Resigned 7/11/22]
Director
Since 2015, Mr. Suseno has been executive director and deputy group chief executive officer of Golden Energy and Resources Ltd (SGX:AUE), a leading energy and resources company in the Asia-Pacific region. He has over 25 years of experience in mining, commodities and oil and gas related industries with exposure to operations, general management, trading, finance, business development, mergers and acquisitions, corporate legal matters and international taxation. Mr. Suseno has over the course of his career worked as a board commissioner at PT Indo Straits Tbk (IDX: PTIS), a marine and mining company listed on Indonesia Stock Exchange, from 2013 to 2015, the group chief financial officer and executive director at Straits Asia Resources Limited (SI:STRL), a regional mining company, from 2008 to 2015, a non-executive director at Twin Ocean Property, a property development company in Australia, from 2012 to 2014, a regional tax manager at Baker Hughes Inc. (NYSE:BKR), a Fortune 500 oil services company, from 2003 to 2008, and a corporate tax manager at Arthur Andersen and Ernst & Young LLP Australia from 2000 to 2003, respectively. Mr. Suseno obtained his Bachelor of Commerce degree in Accounting and Finance from the University of Western Australia, a Postgraduate Diploma in Business degree from Curtin University and an Executive MBA from the Kellogg School of Management & HKUST. He holds a Graduate Diploma degree in Taxation Law Masters from the University of Melbourne. Mr. Suseno is a Fellow Certified Public Accountant of CPA Australia. He is also a Chartered Accountant and member of the Institute of Singapore Chartered Accountants.
Kin Chan [Resigned 7/11/22]
Advisor
Mr. Chan is the founder and Chief Investment Officer of ASM since inception in 2002. Mr. Chan is also the Chairman of TIH and Non-Independent, Non-Executive Director of OUE Limited, both listed on the Singapore Exchange, and CITIC Resources Holdings Limited, a Hong-Kong listed natural resources company. Mr. Chan was Chief Executive and Managing Director of Lazard Asia Limited from 2000 to 2001, and managed the firm’s advisory business outside of Japan. Prior to joining Lazard, Mr. Chan was an Executive Director at Goldman, Sachs & Co, where he worked in Hong Kong, New York, and Singapore from 1993 to 1999. Mr. Chan earned an A.B degree from Princeton University and an MBA degree from the Wharton School of the University of Pennsylvania.
Vince Ming Shu Leung, 46 [Appointed 7/11/22]
Director
He has been the group Chief Financial Officer, a member of strategy committee of 58 Group, a leading classified information internet platform in China and managing partner of 58 Industry Fund, an investment fund under 58.com Inc. , where he is mainly responsible for overseeing overall financial and legal functions and strategic investment and management of the 58 Industry Fund, since April 2021. He has been serving as a founding and managing partner at Harmony Capital, a family office PE fund with a focus on internet and consumer sectors in China, since February 2017. From January 2013 to January 2017, Mr. Leung served as Chief Financial Officer of Visual China Group, a company mainly engaged in the image licensing businesses and a public company listed on the Main Board of the Shenzhen Stock Exchange. From January 2008 to December 2012, Mr. Leung served as the Chief Financial Officer of China ITS (Holdings) Co., Ltd., a Hong Kong listed company mainly engaged in the provision of intelligent transportation solutions covering expressway, railway and urban traffic sectors. From February 2003 to March 2006, he served as a senior manager in the mergers and acquisitions department and subsequently as Chief Financial Officer at CDC Corporation, a Nasdaq and Hong Kong listed group. From October 1999 to December 2000, Mr. Leung served as a senior consultant at Arthur Andersen & Co, where he was mainly responsible for providing business consultancy services. From September 1998 to August 1999, he was an auditor at PricewaterhouseCoopers. Since May 2022, Mr. Leung has been serving as an independent non-executive director at Jiu Zun Digital Interactive Entertainment Group Holdings Limited, a company mainly engaged in the provision of mobile gaming solutions and a public company listed on the Main Board of the Hong Kong Stock Exchange. Since December 2019, Mr. Leung has been serving as an independent non-executive director at Renrui Human Resources Technology Holdings Limited, a company mainly engaged in the provision of human resources services and a company listed on the Main Board of the Hong Kong Stock Exchange. Since March 2017, he has been serving as an independent non-executive director at Sun.King Technology Group Limited, a company mainly engaged in the provision of power electron capacitor and a public company listed on the Main Board of the Hong Kong Stock Exchange. Since February 2013, Mr. Leung has been serving as an independent non-executive director at Cabbeen Fashion Limited, a menswear outfit brand in China and a public company listed on the Main Board of the Hong Kong Stock Exchange. Mr. Leung has been a Fellow Member of Association of Chartered Certified Accountants and the Fellow Member of the Hong Kong Institute of Certified Public Accountants since February 2007 and June 2010, respectively. Mr. Leung obtained a First Class Honor bachelor’s degree in accounting from the City University of Hong Kong and a master’s degree in accounting from The Chinese University of Hong Kong. Mr. Leung is well-qualified to serve on the Board due to his expertise in corporate finance and management and his extensive experience with public companies.
Eugene TY Tan, 59 [Appointed 7/11/22]
Director
He has been the Co-Chief Executive Officer of Oriental Patron Asia Limited, a financial services company, since April 2019. From January 2017 to March 2019, Mr. Tan was the Co-Chief Executive of the Institutional and Client Group at Shanxi Securities International, a company engaging in the provision of securities brokerage and investment advisory services. He was the Managing Director and Head of Investment Banking and Equity Capital Markets – Asia Department at Oppenheimer Investments Asia Limited, an investment advisory firm, from 2013 to 2016. From 2010 to 2012, Mr. Tan served as the Managing Director, Greater China of Rothschild (Hong Kong) Limited, a financial advisory firm. From 2007 to 2010, he was the Managing Director of Argyle Street Management, an asset management firm. Prior to that, Mr. Tan has also worked at various financial services firms, including Goldman Sachs, Salomon Smith Barney, ING Barings, HSBC Investment Bank and Citibank, N.A. Mr. Tan served as independent board member of KGI Holdings and KGI Thailand. Mr. Tan holds an MBA with Distinction from Stanford Graduate School of Business where he was an Arjay Miller Scholar and Deloitte and Touche Accounting Awardee. He also holds dual degrees in Accounting and Finance, summa cum laude, from the University of the Philippines. Mr. Tan is a Certified Public Accountant. Mr. Tan is well-qualified to serve on the Board due to his extensive corporate finance and publicly-listed company experience.