Wellous Group Limited (“Wellous”, or the “Company”), a fast-growing
Asia-based international nutrition company that develops,
manufactures, markets and sells health and wellness products, and
Kairous Acquisition Corp. Limited ("Kairous") (NASDAQ: KACL), a
publicly traded special purpose acquisition company, today
announced that it has entered into a definitive merger agreement
(the “Merger Agreement”) that will result in Wellous becoming a
publicly listed company upon the closing of the transaction
contemplated there in (the “Proposed Transaction”). Upon closing,
the combined company will be renamed “Wellous Group Holdings
Limited” (the “Combined Company”) and expects to list its ordinary
shares on Nasdaq.
Founded in 2016, Wellous started off as a
homegrown brand focusing on sharing and harnessing the benefits of
mother nature to communities through carefully curated
formulations. The Company prides itself not only as a nutrition
company aiming to provide health food and supplements that meet,
and exceed the expectations of its product users, but also as an
innovative technology-forward company with a platform available to
its thousands of “techpreneurs” - individuals with sophisticated
social media marketing skills, as well as nutrition and fitness
knowledge-transfer capabilities - to utilize the Company’s Five5S
sales platform to establish, enhance and expand its relationship
with product users. Wellous sources its ingredients naturally, from
geographically diverse origins, and works diligently to ensure it
upholds high standards while curating its products. Wellous and its
products are trusted brands, as evidenced by numerous awards
accumulated over the past several years.
Management Comments
Wee Kuan
(“Andy”) Tan and Henry Chin, Co-Founders of
Wellous
“Wellous strives to bring its high quality,
innovative and tailored health products across the world, and we
are targeting future expansion opportunities in markets which go
beyond Southeast Asia”, Tan said. “We see a vast
addressable market, totaling approximately $700 billion annually by
2027, as provided in a study by Grand View Research, due to
increased demand for food and supplements that provide health
benefits tailored to specific individual needs”, Chin said.
Joseph Lee, CEO of Kairous
“Over the past decade, I have evaluated over a
thousand fast-growing companies in Asia, and I believe that Wellous
is a hidden gem. The company understands the high-growth consumer
wellness and nutrition industry in Asia, and successfully found the
right brand story, products and marketing strategy to serve rising
middle-income consumers. By innovatively leveraging on social
techpreneurs and supporting them with its proprietary tech stacks,
Wellous’ business model is highly scalable across different
markets. Wellous is a testament to the global investor community
that Southeast Asia companies are capable of being profitable while
maintaining high growth. With the Proposed Transaction, we strongly
believe Wellous will grow stronger and increase its brand
recognition internationally.”
Key Transaction Terms
As provided in the Merger Agreement, the merger
consideration is $270 million, payable by newly-issued securities
of the Combined Company valued at $10.10 per share. Additional
earnout shares may be issuable to Wellous stockholders after
closing, upon achievement of certain trading price-based and/or
profitability targets.
Cash proceeds raised will consist of Kairous’s
approximately $21 million in trust (assuming no redemptions by
Kairous’s existing public shareholders) which is anticipated to
support the Company’s growth capital needs and to be used for
general working capital purposes. After the closing, Wellous
shareholders are expected to retain a majority of the outstanding
shares of the Combined Company and Wellous will designate a
majority of proposed directors for the Combined Company’s
board.
The Wellous management team, led by its
co-founders Andy Tan and Henry Chin, will continue to run the
Combined Company after the closing of the Proposed Transaction.
The boards of directors of both Wellous and
Kairous have unanimously approved the Proposed Transaction, which
is expected to be completed in mid–2023, subject to, among other
things, approval by Kairous’ and Wellous’ shareholders, and
satisfaction (or waiver, as applicable) of the conditions provided
in the Merger Agreement, including regulatory approvals and other
customary closing conditions, including a registration statement in
connection with the Proposed Transaction being declared effective
by the U.S. Securities and Exchange Commission (the “SEC”).
Additional information about the Proposed
Transaction, including a copy of the Merger Agreement, will be
provided in a Current Report on Form 8-K to be filed by
Kairous with the SEC and available at www.sec.gov. Additional
information about the Proposed Transaction will be described in the
Registration Statement, which Kairous and/or its subsidiary will
file with the SEC.
Advisors
Chardan is serving as M&A and Capital
Markets advisor and Loeb & Loeb LLP is serving as legal advisor
to Kairous. Robinson & Cole LLP is serving as legal advisor to
Wellous. ICR is serving as Investor Relations and Public Relations
for the Proposed Transaction.
About
Wellous
Wellous is a health food and nutrition company
that develops, manufactures, markets and distributes trusted and
beneficial health and wellness products. The Company offers only
the best of nature, the most precious ingredients from a wide
sourcing network. Based in Malaysia, Wellous’s products and
services are distributed through its tech-enabled distribution
channels. The Company has a strong footprint in the Asia-Pacific
markets and growing presences in other markets across the
world.
About Kairous Acquisition Corp.
Limited
Kairous Acquisition Corp. Limited is a blank
check company, also commonly referred to as a special purpose
acquisition company, or SPAC, formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities.
Additional Information and Where to Find
ItIn connection with the Proposed Transaction, Kairous
and/or its subsidiary will file with the SEC a Registration
Statement on Form F-4 (as amended, the Registration Statement”),
which will include a proxy statement/prospectus. After the
Registration Statement is declared effective, Kairous will send the
proxy statement/prospectus and other relevant documents to its
shareholders. This press release is not a substitute for the proxy
statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER
INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
WELLOUS, KAIROUS, THE PROPOSED TRANSACTION AND RELATED MATTERS. The
Registration Statement and any other relevant filed documents (when
they are available) can be obtained free of charge from the SEC’s
website at www.sec.gov. These documents (when they are available)
can also be obtained free of charge from Kairous at
https://www.kairous.com/insights or upon written request at Kairous
Acquisition Corp. Limited, Unit 9-3, Oval Tower @ Damansara, No.
685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur,
Malaysia.
Forward-Looking Statements
This press release contains certain
“forward-looking statements” within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, both as
amended. Statements that are not historical facts, including
statements about the pending transactions described herein, and the
parties’ perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the
anticipated initial enterprise value and post-closing equity value,
the benefits of the proposed transaction, integration plans,
expected synergies and revenue opportunities, anticipated future
financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and
likelihood of completion of the pending business combination,
including the risk that the transaction may not close due to one or
more closing conditions to the transaction not being satisfied or
waived, such as regulatory approvals not being obtained, on a
timely basis or otherwise, or that a governmental entity
prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions,
limitations or restrictions in connection with such approvals; (ii)
risks related to the ability of Kairous and the Company to
successfully integrate the businesses; (iii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the applicable transaction agreements; (iv) the risk
that there may be a material adverse change with respect to the
financial position, performance, operations or prospects of the
Company or Kairous; (v) risks related to disruption of management
time from ongoing business operations due to the proposed
transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of Kairous’s securities; (vii) the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of the Company to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally;
(viii): risks relating to the wellness and nutritional supplements
sectors, including consumer preference and purchasing habit
changes, raw material supply fluctuation, governmental regulatory
and enforcement changes, market competitions, competitive product
and pricing activity; and (ix) risks relating to the combined
company’s ability to enhance its services and products, execute its
business strategy, expand its customer base and maintain stable
relationship with its business partners.
A further list and description of risks and
uncertainties can be found in the Prospectus filed on December 14,
2021 relating Kairous’s initial public offering and in the
Registration Statement and proxy statement that will be filed with
the SEC by Kairous and/or its subsidiary in connection with the
proposed transactions, and other documents that the parties may
file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and Kairous, the Company and their subsidiaries undertake no
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required
by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the transactions described above
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Kairous or the Company, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Participants in the
Solicitation
Kairous and the Company, and certain
shareholders of Kairous, and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
Kairous ordinary shares in respect of the proposed transaction.
Information about Kairous’s directors and executive officers and
their ownership of Kairous ordinary shares is set forth in the
Prospectus filed on December 14, 2021 and filed with the SEC as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of that filing. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the Registration Statement/proxy statement pertaining
to the proposed transaction when it becomes available. These
documents can be obtained free of charge from the sources indicated
above.
Wellous and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of Kairous in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the Registration Statement/proxy statement pertaining to the
proposed transaction when it becomes available for the proposed
business combination.
Contacts
Investors: Michael
BowenwellousIR@icrinc.com
Media:Brad
BurgesswellousIR@icrinc.com
Kairous Acquisition Corp.
Limited
Joseph Leeir@kairous.com
Kairous Acquisition (NASDAQ:KACLU)
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