Artisan Acquisition Corp.

PROPOSED BUSINESS COMBINATION: Prenetics Group Limited

ENTERPRISE VALUE: $1.254 billion

ANTICIPATED SYMBOL: PRE

Artisan Acquisition Corp. proposes to combine with Prenetics Group Limited, a global leader in genomic and diagnostic testing.

Founded in 2014, Prenetics is a global leader in genomic and diagnostic testing that is disrupting and decentralising healthcare with a focus on prevention, diagnostics and personalized care. Prenetics is led by serial entrepreneur, Danny Yeung, and operational in 10 countries with a team of over 700. Prenetics develops consumer genetic testing and early colorectal cancer screening; provides COVID-19 testing, rapid point of care and at-home diagnostic testing and medical genetic testing; Prenetics has received strategic funding from Prudential, Alibaba Group, Apis Partners, Beyond Ventures, Gobi Partners and more.

Today, Prenetics is the #1 genomics and diagnostics testing company in Hong Kong and the United Kingdom. Prenetics has grown significantly since it was founded in 2014. Its revenue is projected to grow at 215% year-on-year from US$65 million in 2020 to US$205 million in 2021. Going forward, the Company is expected to continue its significant revenue growth trajectory with projected annual revenues of more than US$600 million in 2025.

SUBSEQUENT EVENT 3/31/22 – 8-K LINK

Amendment to the Sponsor Agreement

• Artisan, Artisan LLC, the Artisan independent directors and Prenetics, entered into a Sponsor Forfeiture and Conversion Agreement (the “Sponsor Agreement”) in which immediately prior to the consummation of the Initial Merger:
  • (i) all 9,133,558 outstanding Class B ordinary shares, par value of $0.0001 per share, of Artisan (each a “Founder Share”) held by Sponsor shall be exchanged and converted into the number of Artisan Shares equal to
    • (x) 6,933,558, divided by
    • (y) the Class A Exchange Ratio
  • (ii) the aggregate of 100,000 outstanding Founder Shares held by the Artisan independent directors shall be exchanged and converted into the number of Artisan Shares equal to (x) 100,000, divided by (y) the Class A Exchange Ratio; and
  • (iii) the Sponsor shall automatically irrevocably surrender and forfeit to Artisan for no consideration, as a contribution to capital, the number of Artisan private placement warrants equal to (x) 5,857,898, minus (y) the quotient obtained by dividing 5,857,898 by the Class A Exchange Ratio (the foregoing transactions described in (i) through (iii), together with the FPA Share Conversion, collectively, the “Class B Recapitalization”).

Amendment to PIPE Subscription Agreements

• Each PIPE Subscription Agreement was amended (each a “PIPE Amendment Agreement”) such that the PIPE Investors agreed to purchase a total of PubCo Class A Ordinary Shares in such number equal to the product of:
  • (i) 6,000,000 multiplied by
  • (ii) the Class A Exchange Ratio, for an aggregate purchase price of $60,000,000.

Amendment to Deeds of Novation and Amendment to Forward Purchase Agreement

• The FPA Agreement was amended (each a “FPA Amendment Deed”), which provides that
  • (i) immediately prior to the consummation of the Initial Merger, the aggregate of 750,000 outstanding Founder Shares held by the Anchor Investors shall be exchanged and converted into 750,000 Artisan Shares on an one-for-one basis (the “FPA Share Conversion”);
  • (ii) the Anchor Investors agreed to purchase an aggregate of:
    • (a) PubCo Class A Ordinary Shares in such number equal to the product of
      • (x) 6,000,000 multiplied by
      • (y) the Class A Exchange Ratio and
    • (b) 1,500,000 redeemable PubCo warrants, for an aggregate purchase price of $60,000,000; and
  • (iii) the period during which the Anchor Investors are contractually restricted from transferring or otherwise disposing of any PubCo Class A Ordinary Shares acquired by the Anchor Investors in the Initial Merger by virtue of holding Artisan Shares is reduced from one year after the closing to six months after the closing, subject to earlier release if certain criteria are met.

Class A Exchange Ratio is defined as the lower of:

• (A) 1.29; and
• (B1)
  • (x) the Post-Redemption SPAC Share Number, plus 
  • (y) 3,000,000, divided by 
• (B2) the Post-Redemption SPAC Share Number. “Fully-Diluted Company Shares” to mean, without duplication,
  • (a) the aggregate number of Prenetics shares:
    • (i) that are issued and outstanding immediately prior to the effective time of the Acquisition Merger and
    • (ii) that are issuable upon the exercise of all Prenetics restricted share units, options, warrants, convertible notes and other equity securities of Prenetics that are issued and outstanding immediately prior to the effective time of the Acquisition Merger, including an aggregate of 776,432 shares to be issued by Prenetics as deferred consideration of Prenetics Limited’s acquisition of Oxsed Limited, minus
  • (b) Prenetics’ treasury shares. “Post-Redemption SPAC Share Number” is defined as
    • (a) the aggregate number of Artisan Shares outstanding as of immediately prior to the Class B Recapitalization, minus 
    • (b) the treasury shares held by Artisan and outstanding immediately prior to the Class B Recapitalization, minus 
    • (c) the Artisan Shares subject to the redemptions outstanding immediately prior to the Class B Recapitalization.

Amendment to Sponsor Support Agreement

• Parties to the Sponsor Support Agreement entered into an amendment to the Sponsor Support Agreement (the “Amendment to Sponsor Support Agreement”), which provides that:
  • (i) the period during which the Sponsor is contractually restricted from transferring or otherwise disposing of 50% of the PubCo Class A Ordinary Shares acquired by it in the Initial Merger by virtue of holding Artisan Shares is reduced from one year after the closing to 6 months after the closing; and
  • (ii) the period during which the Sponsor is contractually restricted from transferring the remaining 50% of the PubCo Class A Ordinary Shares acquired by it in the Initial Merger by virtue of holding Artisan Shares is reduced from 18 months after the closing to 12 months after the closing, in each case subject to earlier release if certain criteria are met.

Amendment to Shareholder Support Agreement

• Parties to the Shareholder Support Agreement entered into an amendment to the Shareholder Support Agreement (the “Amendment to Shareholder Support Agreement”), which provides that:
  • (i) the period during which Mr. Yueng is contractually restricted from transferring 50% of the equity securities of PubCo in the Acquisition Merger by virtue of holding equity securities of Prenetics is reduced from one year after the closing of Acquisition Merger to 6 months after the closing; and
  • (ii) the period during which Mr. Yeung is contractually restricted from transferring the remaining 50% of the equity securities of PubCo acquired by him in the Acquisition Merger by virtue of holding equity securities of Prenetics is reduced from 18 months after the closing to 12 months after the closing, in each case subject to earlier release if certain criteria are met.

TRANSACTION

• Prenetics will receive proceeds of up to US$459 million in cash, including the contribution of up to US$339 million of cash currently held in Artisan’s trust account, a fully committed PIPE and forward purchase agreements of US$120 million from Aspex, PAG, Lippo, Dragonstone, Xen Capital and others.

PIPE

• Subsequent Event – On March 31st, 2022, each PIPE Subscription Agreement was amended (each a “PIPE Amendment Agreement”) such that the PIPE Investors agreed to purchase a total of PubCo Class A Ordinary Shares in such number equal to the product of:
  • (i) 6,000,000 multiplied by
  • (ii) the Class A Exchange Ratio, for an aggregate purchase price of $60,000,000.
• A fully committed PIPE and forward purchase agreements of US$120 million from Aspex, PAG, Lippo, Dragonstone, Xen Capital and others

FORWARD PURCHASE AGREEMENT

• Subsequent Event – On March 31st, 2022, the FPA Agreement was amended (each an “FPA Amendment Deed”), which provides that
  • (i) immediately prior to the consummation of the Initial Merger, the aggregate of 750,000 outstanding Founder Shares held by the Anchor Investors shall be exchanged and converted into 750,000 Artisan Shares on an one-for-one basis (the “FPA Share Conversion”);
  • (ii) the Anchor Investors agreed to purchase an aggregate of:
    • (a) PubCo Class A Ordinary Shares in such number equal to the product of
      • (x) 6,000,000 multiplied by
      • (y) the Class A Exchange Ratio and
    • (b) 1,500,000 redeemable PubCo warrants, for an aggregate purchase price of $60,000,000; and
  • (iii) the period during which the Anchor Investors are contractually restricted from transferring or otherwise disposing of any PubCo Class A Ordinary Shares acquired by the Anchor Investors in the Initial Merger by virtue of holding Artisan Shares is reduced from one year after the closing to six months after the closing, subject to earlier release if certain criteria are met.
• The anchor investors (each an “Anchor Investor”) agreed to purchase an aggregate of 6,000,000 Class A ordinary shares of Artisan plus 1,500,000 redeemable warrants of Artisan, for a purchase price of $10.00 per Class A ordinary share of Artisan, as applicable, or $60,000,000 in the aggregate

LOCK-UP

Sponsor Lock-Up:

• 50% one year after the Acquisition Closing Date or trading for $12.00 for 20/30 trading days 150 days after closing
• 50% 18 months after Closing

Insiders Lock-Up:

• 180 days after the Acquisition Closing Date or trading for $12.00 for 20/30 trading days 150 days after closing

NOTABLE CONDITIONS TO CLOSING

• The minimum cash required on closing must be equaling no less than $200,000,000.

NOTABLE CONDITIONS TO TERMINATION

•  By either Artisan or Prenetics if the Business Combination is not consummated by the 270th day after the date of the BCA.

ADVISORS

• UBS Securities LLC is acting as sole financial advisor and exclusive capital markets advisor to Artisan.
• Citigroup Global Markets Asia Limited is acting as sole financial advisor to Prenetics.
• UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited are serving as placement agents on the PIPE.
• Skadden, Arps, Slate, Meagher & Flom LLP is serving as international legal counsel, and Mourant is serving as Cayman legal counsel, to Prenetics.
• Kirkland & Ellis LLP is serving as international legal counsel, and Appleby is serving as Cayman legal counsel, to Artisan.
• Shearman & Sterling LLP is serving as international counsel to the placement agents.
• KPMG LLP is serving as the auditor to Prenetics.

MANAGEMENT & BOARD

Executive Officers

Cheng Yin Pan (Ben)
Chief Executive Officer and Director

Mr. Cheng is currently the Managing Partner at C Ventures, where he leads its sought-after deals and actively engages in major venture capital and private equity investments across the sectors of healthcare, consumer and technology. Named as “China’s Top 20 Most Outstanding Investor” by Lieyun.com in 2020, Mr. Cheng has helped execute many investments in the aforementioned “unicorns”, such as Xpeng Motors, NIO, JD Logistics, Gojek, FTA, Xiaohongshu and Pony.ai. Under Mr. Cheng’s leadership, C Ventures also invested in GritWorld, a 3D visual graphics rendering engine, and the investment was awarded ChinaVenture’s “Top 10 AI & Big Data Deals” in 2019. Mr. Cheng is also a member of the Advisory Committee of Vertex SEA Fund, a subsidiary of Temasek Holdings, and a member of Venture Committee of Hong Kong Venture Capital and Private Equity Association. Mr. Cheng has also served as a General Manager at NWD since March 2016. Prior to his current roles, Mr. Cheng was an investment banker at Bank of America Merrill Lynch and Standard Chartered Bank. Mr. Cheng’s deal sheet in the Greater China region includes, among others, major corporate finance transactions such as the US$510 million Hong Kong listing of WuXi Biologics (HKEx: 2269) in 2017, the US$3.3 billion take-private of WuXi PharmaTech in 2015, and Temasek’s US$5.7 billion investment in Watson’s in 2014 and US$2.1 billion acquisition of ING’s insurance business in Hong Kong, Macau and Thailand in 2013. Mr. Cheng holds a bachelor’s degree in Quantitative Finance with honors from The Chinese University of Hong Kong.

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Board of Directors

William Keller, 73
Independent Director

Mr. Keller was the Chairman of Coland Holdings (Taiwan Stock Exchange: 4144), a biopharmaceutical company, from December 2010 to December 2020 and currently serves an independent director of WuXi Biologics (HKEx: 2269), Hua Medicine (HKEx: 2552) and Cathay Biotech, an industrial biotechnology company listed on the STAR board. Previously, Mr. Keller has served as the Chairman of HBM Biomed China Partners, the Vice Chairman of the Shanghai Association of Enterprises with Foreign Investment (SAEFI), the Chairman of Rdpac (Research based foreign Pharmaceutical Association China), the Deputy General Manager of Zhangjiang Biotech and Pharmaceutical Base Development Co. Ltd., an independent director at Alexion Pharmaceuticals, Inc. (NASDAQ: ALXN), China Nuokang Bio Pharmaceutical Inc. and Fosun Pharmaceutical Co. ltd., and a supervisor and board member of TaiGen Biopharmaceuticals Holding Limited (Taiwan Stock Exchange: 4157). Prior to founding Keller Pharma Consultancy, a pharmaceutical consulting firm focusing on market entry strategies for foreign biotech companies into the Chinese market, in 2003, Mr. Keller joined Roche Group in Basel in 1972 and served in several marketing and General Manager positions at Roche Group in South America and Asia until 2003. From 1990 to 2003, he successfully oversaw and established Roche in China as General Manager of Roche China Ltd. and Shanghai Roche Pharmaceutical Ltd., covering Vitamins and Fine Chemical, Diagnostics and pharmaceutical businesses.

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Mitch Garber, 57
Independent Director 

Mr. Garber has served as the Chairman of Invest in Canada, a Canadian federal government agency responsible for foreign investment, since March 2018 and the Chairman of Cirque du Soleil from August 2015 to September 2020. From 2013 to 2017, Mr. Garber was the President and CEO of Caesars Acquisition Company. Mr. Garber also served as the CEO of PartyGaming Plc/PartyBwin from 2006 to 2008 and the CEO of Optimal Payments/Paysafe from 2003 to 2006. Mr. Garber is currently a board member of the Seattle Kraken of the NHL, Rackspace, LANVIN, Wolford, Shutterfly and Aiola. Mr. Garber has successfully held leadership roles at companies listed on Nasdaq, Toronto and London stock exchanges as well as private companies controlled by private equity firms TPG and Apollo. Mr. Garber holds an undergraduate degree from McGill University, a law degree from the University of Ottawa and an honorary doctorate from the University of Ottawa. Mr. Garber was awarded the Order of Canada in 2019.

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Fan (Frank) Yu, 52
Independent Director

Mr. Yu is the founder, CEO and CIO of Ally Bridge Group, a global healthcare-focused, multi-strategy investment group with a portfolio of healthcare investments in the U.S., China and Europe. Mr. Yu carries a strong track record as an investment manager and dealmaker across multiple funds, strategies and geographies encompassing the U.S., China and Europe. Mr. Yu completed his university education and started his career in New York before working in Hong Kong for over two decades. Previously, Mr. Yu was Managing Director and Head of China Investments at Och-Ziff Capital Management (“OZ”), a leading global hedge fund. Prior to OZ, Mr. Yu was a Managing Director at Goldman Sachs in Hong Kong, where he headed several business units and played instrumental roles in significant restructuring, financing and M&A transactions of leading Chinese companies. Mr. Yu also advised leading global institutions on their China and Asia strategies and transactions. Before Goldman Sachs, Mr. Yu worked at Moody’s in New York, and then Credit Suisse in London and Hong Kong. Since 2010, Mr. Yu has founded, launched and managed multiple funds covering venture, growth, buyout and hedge fund investing from China to the U.S. to Europe. Mr. Yu excels in originating and executing major investment themes such as global life science investing, which has become the primary focus of Mr. Yu and ABG, creating significant deals such as the landmark $3.3 billion take-private of WuXi Pharmatech from the NYSE in 2015, and leading the $300 million Series-C investment in GRAIL in 2018. He has expertise in cementing strategic transactions between emerging players and industry leaders across the U.S., China and Europe. Mr. Yu holds a bachelor’s degree from Queens College, City University of New York.

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Sean O’Neill, 43
Independent Director

Mr. O’Neill is the Chief Digital Officer of Dr. Martens (LSE: DOCS), a British footwear and clothing brand that was listed on the London Stock Exchange in January 2021 at a value of £3.7 billion. Mr. O’Neill joined Dr. Martens in April 2018 as its Global Chief Digital Officer and a member of its Global Leadership Team, spearheading the digital transformation of the Company and shifting a wholesale-dominated business to become a Direct-to-Consumer business. Before joining Dr. Martens, Mr. O’Neill served as the Group Chief Operating Officer at Sun Capital Partners, overseeing all of the fund’s global consumer portfolio companies. Prior to that, Mr. O’Neill was an Operational Advisor at Lion Capital from 2013 to 2017, specializing in improving the portfolio’s digital, retail and wholesale channels. Mr. O’Neill has also held operating roles with Gucci Group, Burberry, AllSaints and H&M. Mr. O’Neill started his career in finance, working at Merrill Lynch as an investment banker with the consumer products group, and has held roles managing investments for Advent International and Grupo Ferre Rangel. Mr. O’Neill holds a Bachelor of Science degree in business administration from Boston University.