Gogoro Inc. entered into a definitive agreement to acquire Poema Global Holdings Corp. from Poema Global Partners Llc and others in a reverse merger transaction.
September 15, 2021
Share
Gogoro Inc. entered into a definitive agreement to acquire Poema Global Holdings Corp. (NasdaqCM:PPGH) from Poema Global Partners Llc and others in a reverse merger transaction on September 16, 2021. From and after the closing date until the sixth anniversary of the closing date, Gogoro may issue up to 12 million Gogoro Ordinary Shares to persons who are Gogoro's shareholders immediately prior to the transaction. Current Gogoro shareholders are rolling 100% of their equity and will hold majority ownership of the combined company at closing. Upon the transaction closing, the combined company will be named Gogoro Inc. and will be listed on the Nasdaq under the ticker symbol GGR. Gogoro Inc. will have an additional $470 million of proceeds net of transaction expenses to support its growth initiatives. Transaction proceeds will be used for Gogoro Inc's expansion into the large and important China and India markets. Upon closing of the Business Combination, Homer Sun, Chief Executive Officer of Poema Global, will join Gogoro's Board of Directors.
The consummation of the transaction is conditioned upon, among other things: (i) receipt of the required approval by the Poema shareholders; (ii) receipt of the required approval by the Gogoro shareholders; (iii) after giving effect to the exercise of the redemption rights of the Poema shareholders, Poema having at least $5,000,001 of net tangible assets; (iv) the approval for listing of Gogoro Ordinary Shares, Gogoro Warrants, Gogoro Ordinary Shares underlying Gogoro Warrants to be issued in connection with the merger upon the closing and the earnout shares on the Nasdaq Stock Market LLC; (v) effectiveness of the Registration Statement; and (vi) the Sponsor Support Agreement being in full force and effect. The boards of directors of both Poema Global and Gogoro have unanimously approved the transaction. The Board of Poema recommends the shareholders to vote in favor of the transaction. Poema shareholder will hold an extraordinary general meeting to approve the transaction. The transaction is expected to provide at least $335M of gross proceeds to Gogoro. The transaction is expected to be completed in the first quarter of 2022. As of March 21, 2022, Poema Global and Gogoro extended the closing date from March 31, 2022, to April 15, 2022. As of March 30, 2022, transaction is expected to close on April 4, 2022, following Poema Global shareholders' approval at extraordinary general meeting to be held on March 31, 2022. The transaction has been approved by the Poema Global shareholders on March 31, 2022.
Gary Li, Jesse Sheley, Joseph Raymond Casey, Steve Lin, Alan M. Rabinowitz, Mike Carew, Dean S. Shulman, Donald E. Rocap, Jeffery S. Norman, Min Wang, Yue Qiu, J. Robert Fowler and Ram Narayan of Kirkland & Ellis LLP are serving as legal advisor to Poema Global. Citigroup Global Markets Inc. is acting as financial advisor to Poema Global. Citibank and UBS are serving as joint placement agents on the PIPE offering. Winston & Strawn LLP is serving as legal advisor to the placement agents. Mark Baudler and Robert Ishii of Wilson Sonsini Goodrich & Rosati are serving as legal advisor and Goldman Sachs is serving as financial advisor to Gogoro. Morrow Sodali LLC acted as proxy solicitor for Poema. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Poema. Poema Global will pay to Morrow Sodali LLC a fee of $37,500. Deloitte & Touche provided report on financials of Gogoro while WithumSmith+Brown, PC provided report on financials of Poema. Walkers (Singapore) Limited Liability Partnership acted as legal advisor for Gogoro. Maples and Calder (Hong Kong) LLP acted as legal advisor for Poema. KPMG US LLP acted as Due diligence provider to Poema.
Gogoro Inc is a Taiwan-based company mainly engaged in the provision of smart, interchangeable electric fuel and smart light urban vehicles for the mass market. The Company offers a best-in-class technology platform for battery swapping networks and a comprehensive ecosystem of enabling technologies for the vehicles that operate on them. The Company has established a battery exchange network in a pilot market in Taiwan using the smart Swap & Go battery system it developed. The Companyâs comprehensive solution is built on an integrated technology platform that spans smart batteries specifically designed for swapping and connected battery swapping stations; cloud-based network software and battery management systems; design, engineering, and manufacturing of smartscooter ePTWs; ePTW powertrains, smart components, and Original Equipment Manufacturer (OEM) developer kits; AI-Driven operating system and consumer app with network connectivity.
Gogoro Inc. entered into a definitive agreement to acquire Poema Global Holdings Corp. from Poema Global Partners Llc and others in a reverse merger transaction.