GreenVision Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: Helbiz, Inc.
ENTERPRISE VALUE: $320.5 million
ANTICIPATED SYMBOL: HLBZ
GreenVision Acquisition Corp. (“GreenVision”) proposes to combine with Helbiz, Inc. (“Helbiz”), a technology company that offers micro-mobility solutions for the world’s busiest cities.
Helbiz has distinguished itself as the only company to offer e-scooters, e-bicycles and e-mopeds all on one user-friendly platform and is well positioned to provide a seamless last-mile solution as the expected transition to micro-mobility accelerates. Helbiz has a proven and capital-light business model that combines hardware, software and services with extensive customer relationships.
Helbiz is expanding its urban lifestyle products and services to include live streaming services (Helbiz Live), food delivery (Helbiz Kitchen), financial services and more, all accessible within its mobile app.
- Helbiz offers the most diverse fleet of vehicles to meet different needs. It is one of the only companies in the micro-mobility space that offers e-scooters, e-bicycles and e-mopeds all on one convenient user-friendly platform. Helbiz is committed to being 100% carbon neutral.
- The company is well-positioned for growth and has the ability to scale to a broad customer base across multiple markets.
- It has a proven, scalable business model that delivers consistent and recurring revenue.
- Its proprietary technology enables precise and accurate geofencing, while its connected ecosystem of hardware and software, developed completely in-house, creates transparency and seamless scalability.
- Strong executive management team with operational and technical expertise and track record of success.
Upon the closing of the proposed transaction, assuming no redemptions by GreenVision stockholders and completion of the PIPE, Helbiz will have approximately $80 million in cash, resulting in an estimated equity value of approximately $408 million.
Cash proceeds raised in the transaction will be used to fund operations, support growth, repay debt and for general corporate purposes.
The proceeds will be funded through a combination of GreenVision’s approximately $57.5 million cash in trust account (assuming no redemptions) and the proposed $30 million PIPE. Existing Helbiz shareholders will be rolling 100% of their equity into the combined company.
Upon the closing of the proposed transaction, it is expected that the combined company will retain the corporate name Helbiz and will be listed on the Nasdaq Capital Market under the proposed new ticker symbol, “HLBZ.”
- $30 million of shares of its Class A Common Stock and warrants to purchase additional shares of Class A Common Stock (the “PIPE Warrants”) at an offering price of $10.00 to purchase one share of GreenVision Class A Common Stock and one PIPE Warrant.
- It is anticipated that each PIPE Warrant will entitle a holder to purchase one share of GreenVision Class A Common Stock at an exercise price of $11.50 per share.
- Led by Helbiz’s existing shareholders Copernicus Wealth Management and Finbeauty SRL.
- Up to one year (in the case of the Founder) and six months (in the case of other security holders owning more than 75,000 shares of Helbiz) following the Closing
NOTABLE CONDITIONS TO CLOSING
- The amount of cash available in the trust account into which the proceeds from GreenVision’s initial public offering has been deposited, before consummation of the PIPE Investment and after deducting the amount required to satisfy GreenVision’s obligations to its shareholders (if any) that exercise their rights to redeem their shares of Common Stock, but before payment or deduction of any costs and expenses incurred in connection with the Business Combination, shall be at least $15 million.
NOTABLE CONDITIONS TO TERMINATION
- in the event that the Closing does not take place on or prior to May 21, 2021 (or a later date as may be extended by GreenVision) due to any delay caused by or any reason directly attributable to Helbiz or its subsidiaries, or there is a valid and effective termination of this Agreement by GreenVision, then Helbiz shall pay to GreenVision a break-up fee in cash equal to Fifteen Million U.S. Dollars ($15,000,000).
- Ladenburg Thalmann & Co. Inc. is serving as financial advisor to Helbiz.
- I-Bankers Securities Inc. is serving as financial advisor to Greenvision.
- Colliers Securities LLC is serving as capital markets advisor to GreenVision.
- Becker & Poliakoff, LLP served as legal counsel to GreenVision.
- Helbiz was assisted by Ortoli Rosenstadt LLP for the legal aspects in the USA.
PROPOSED BUSINESS COMBINATION: Accountable Healthcare America, Inc. (TRANSACTION WAS TERMINATED – LEFT HERE FOR REFERENCE)
Greenvision Acquisition Corp. proposes to combine with Accountable Healthcare America, Inc. (“AHA”), a growth-oriented, technology-enabled population health management company.
Headquartered in Ft. Lauderdale, Florida and founded in 2014 by industry veterans with a combined 125 years of experience in the Medicare managed care space, AHA owns and manages Medicare-focused, risk-bearing provider networks using a combination of a patent-pending proprietary cloud-based data analytics platform and advanced medical management processes. The company specializes in providing care for Medicare patients with multiple chronic conditions leveraging its data-driven integrated platform, resulting in improved quality of care, reduced healthcare expenditures and enhanced patient satisfaction. Upon closing of the business combination, the post-merger company will own 13 primary care clinics and manage 68 primary care practices in Florida comprising 326 providers with a total of 28,000 patients on its platform.
Upon the closing of the business combination, the management team of the post-merger company will be led by Warren Hosseinion, M.D., Chairman and Chief Executive Officer, who was previously the Co-Founder and CEO of Apollo Medical Holdings (NASDAQ: AMEH).
- Technology-enabled population health management company at the forefront of the U.S. healthcare movement to value-based care and risk-based reimbursement models.
- The post-merger company projects $17.6 million EBITDA in 2020 and $22.6 million EBITDA in 2021.
- Differentiated, scalable, patent-pending, proprietary cloud-based population health management technology platform combining data analytics and advanced medical management processes.
- Medicare Advantage total addressable market of approximately $516 billion.
- Highly experienced and clinically strong management team.
- Transaction attractively priced for investors at an approximately 35% discount to the nearest public comparable.
The proposed business combination is expected to be completed in the 4th quarter of 2020
The transaction implies an initial enterprise value for the combined company of approximately $150 million, or 8.5x AHA’s estimated 2020 EBITDA of $17.6 million and 6.6 times AHA’s projected 2021 EBITDA of $22.6 million. Assuming no redemption of the GreenVision IPO trust funds, the post-merger company will have an initial market capitalization of approximately $ 127 million.
Under the terms of the proposed transaction announced today, GreenVision will issue shares of common stock to current securityholders of AHA, which amount includes:
- One million GreenVision shares that will be held in escrow at the closing of the business combination and will be released and issued to the AHA security holders in the event that
- (i) the closing price of GreenVision’s share of common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period immediately following the closing of the business combination, but prior to the first anniversary of the closing, or
- (ii) AHA achieves $17,500,000 or more of EBITDA for the fiscal year ending December 31, 2020.
Upon the consummation of the transaction, AHA’s current shareholders will convert their equity into approximately 71% of the outstanding shares of the combined company, assuming full redemption by GreenVision’s public shareholders.
An aggregate of 1,000,000 shares of GreenVision common stock (the “Holdback Shares”) shall only be payable to the stockholders of AHA twelve months following the Closing if the following conditions are satisfied:
- (i) if the trading price of GreenVision’s common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period prior to the first anniversary of the Closing or
- (ii) AHA (and its subsidiaries) achieves $17,500,000 or more of EBITDA for the fiscal year ending December 31, 2020.
- If neither of the conditions to release of the Holdback Shares are satisfied within the above-mentioned timeframe, the Holdback Shares will be forfeited.
NOTABLE CONDITIONS TO CLOSING
- (a)Approval by AHA’s stockholders and the stockholders of GreenVision of the Business Combination,
- (b) approval of the listing of GreenVision’s common stock to be issued in connection with the Business Combination,
- (c) that AHA shall have delivered to GreenVision certain financial statements of AHA and its subsidiaries, together with all related notes and schedules thereto, accompanied by a signed report of AHA’s independent auditor with respect thereto,
- (d) that AHA shall have delivered to GreenVision executed payoff letters for all indebtedness of AHA that remain unpaid prior to Closing,
- (e) AHA shall have entered into employment agreements with its executive officers,
- (f) AHA shall have received debt and/or equity financing in an amount sufficient for the purposes of paying its indebtedness and to provide working capital satisfactory to GreenVision, and
- (g) GreenVision shall have received written evidence of:
- (i) release of any and all liens with respect to any shares of its capital stock;
- (ii) the conversion or retirement of all outstanding shares of its existing series of preferred stock; and
- (iii) termination of all stockholder agreements, voting agreements, rights of first refusal, put or similar rights, operating agreements and similar contracts or agreements between AHA and any of its stockholders.
NOTABLE CONDITIONS TO TERMINATION
- If the Closing does not take place on or prior to November 21, 2020 due to any delay caused by or any reason attributable to AHA or its subsidiaries
- Breaku-up fee: AHA shall pay to GreenVision a break-up fee in cash equal to Three Million Seven Hundred and Fifty Thousand U.S. Dollars ($3,750,000), plus expenses of up to $100,000 incurred by or on behalf of GreenVision
- I-Bankers Securities served as financial advisor to GreenVision.
- Becker & Poliakoff served as legal counsel to GreenVision.
- Colliers International and Benchmark Company acted as financial advisors to AHA.
- Dickinson Wright PLLC served as legal counsel to AHA.
GREENVISION ACQUISITION CORP. MANAGEMENT & BOARD
Zhigeng (David) Fu, 53
Chairman of The Board & CEO
Mr. Fu is an Of Counsel to Global Law Office, Shanghai and a legal advisor to H&H Sports Protection USA Inc. Mr. Fu has more than 25 years legal experience in mergers and acquisitions, private equity investment, foreign direct investment, and restructuring of foreign-invested enterprises in China as well as outbound acquisitions and overseas securities offerings and listings by Chinese companies. He has extensive experience in advising foreign investors in connection with their acquisitions of equity interests and operating assets of Chinese companies, establishment of joint ventures and investment transactions in China, and representing Chinese clients in overseas share offering and listing, investment and acquisition transactions. Mr. Fu has a deep knowledge of the PRC regulator regime as well as local business practices in China. Prior to joining Global Law Office, Mr. Fu worked at the New York, Toronto and Beijing offices of Shearman & Sterling LLP for nearly 15 years. Prior to joining Shearman & Sterling LLP, Mr. Fu worked at Shanghai Science & Technology Investment Corporation (now Shanghai Technology Venture Capital (Group) Co., Ltd.). During the first half of 2013, Mr. Fu worked as a member at the Strategy and Development Committee of China Securities Regulatory Commission (CSRC). Among other distinctions, Mr. Fu was awarded as a Leading M&A Lawyer in China by Chambers Asia Pacific, a Leading PRC Lawyer in Healthcare by Chambers Asia Pacific, a Leading Lawyer in China M&A by LEGALBAND and a Leading PRC Lawyer in Healthcare by LEGALBAND. Mr. Fu received an LL.M. from Columbia University, School of Law in 1998, and a Master of Law from Shanghai University of International Business and Economics, School of Law in 1993 and a B.A. from Anhui Institute of Education in 1990. Mr. Fu has advised clients on many cross-border mergers and acquisitions deals and has extensive experience in negotiating and consummating transactions.
Qi (Karl) Ye, 47
Chief Financial Officer & Director
Mr. Ye is a veteran investment manager with more than 13 years of broad experience, specializing in capital markets, mutual fund investment, private equity and venture capital investment, and has managed over $5 billion AUM. In 2017, Mr. Ye founded Mill River Investment Co, a private Chinese equity/venture capital-focused investment fund, and remains its President. In 2015, Mr. Ye founded of East Rock Management Co, a private Chinese secondary market investment fund, and remains in that position. Prior to founding East Rock, Mr. Ye was a self employed investor from 2012-2014, served as deputy general manager at Changxin Asset Management Company from 2008-2012, currency and commodity strategist at Goldman Sachs from 2007-2008, and quant analyst at Lehman Brothers from 2006-2007. Mr. Ye holds a Master of Financial Engineering from University of California at Berkeley, a Master of Science in Computer Science from Virginia Tech, and a Bachelor of Engineering from Huazhong University of Science and Technology.
Board of Directors
He (Herbert) Yu, 62
Mr. Yu has been Director of The Cancer Epidemiology Program at University of Hawaii Cancer Center since January 1, 2012. He has served as an Assistant Professor, Associate Professor and Full Professor at the Yale University school of medicine, beginning September 1, 2001 and until 2012. Over 20 years, he has been actively involved in leading edge cancer research including the areas of carcinogenic factors and molecular epidemiology. His extensive background in cancer research includes active membership in the American Association for the Advancement of Science, associate editor for Cancer Causes and Control and editorial board member for the Chinese Journal of Clinical Oncology. Prof. Yu has completed many clinical and epidemiologic studies on several major cancer sites, including the breast, ovary, liver, lung, endometrium and prostate. He has also investigated DNA methylation in tumor suppressor and DNA repair genes, methylator phenotype in relation to tumor progression, methylation pattern in multiple promoters, methylation regulation of microRNA and physical activity and epigenetic regulation. He has authored more than 150 research articles, reviews, editorials and book chapters. Prof. Yu received his MD from Shanghai Medical University in Chin and his master of science in epidemiology and Ph.D. in clinical biochemistry from the University of Toronto in Canada.
Jonathan Intrater, 61
Mr. Intrater is a Managing Director in the investment banking department at Ladenburg, Thalmann & Co., Inc., which he joined in 1998. His broad transactional experience over the past 27 years of investment banking compass over $10 billion in public equity and high-yield note offerings, private placements of debt and equity securities, merger advisory transactions, and various debt restructuring assignments. Prior to joining Ladenburg Thalmann, he served as a Managing Director at the Brenner Securities Corporation from 1982 to 1989 and a Senior Vice President, BIA/Frazier, Gross & Kadlec, the nation’s largest telecommunications valuation firm from 1982 to 1989. Mr. Intrater holds an M.B.A from Vanderbilt University and a bachelor’s degree from the University of Pennsylvania.
Lee. D. Stern, 69 (appointed 11/27/20)
Mr. Stern has served as Managing Director of Monroe Capital LLC since 2014, responsible for origination of both sponsor and non-sponsor transactions. Mr. Stern has an accomplished career with over 25 years of providing debt solutions to middle market companies and expertise across multiple industries. Prior to Monroe, Mr. Stern was a Managing Director at Levine Leichtman Capital Partners from 2012 to 2013, and was formerly a Director and founding member of Kohlberg Kravis Roberts & Co’s mezzanine debt business from 2009 to 2012. Prior to KKR, Mr. Stern was a Managing Director at Blackstone/GSO Capital Partners from 2005 to 2009, responsible for senior and mezzanine investments. Prior to Blackstone, he was a founding employee of a NASDAQ public company Technology Investment Capital Corp. (NASDAQ: TICC) from 2002 to 2005. From 1985 to 2002, Mr. Stern worked for Drexel Burnham Lambert, Kidder, Peabody & Co., Nomura Securities International, Inc., and Thomas Weisel Partners. Mr. Stern holds a B.A. degree from Middlebury College and an M.B.A. from the Wharton School of the University of Pennsylvania.