Wellous Group Ltd., a rapidly expanding international nutrition company with operations in Asia that creates, produces, distributes, and sells health and wellness products, and Kairous Acquisition Corp. Ltd., a publicly traded SPAC, announced on Tuesday that they had signed a definitive merger agreement that would make Wellous a publicly traded company after the transaction closes.
The combined business will be known as "Wellous Group Holdings Ltd" after the transaction is complete, and it plans to float its common shares on NASDAQ.
The merger price, as stated in the merger agreement, is $270 million, which will be paid with newly issued shares of the combined business valued at $10.10. After closure, additional earnout shares may be issued to Wellous stockholders if specific trading price-based and/or profitability goals are met.
If Kairous' current public shareholders do not redeem their shares, the cash proceeds from the offering will consist of their approximately $21 million in trust, which will be utilised to support the company's growth capital needs as well as for regular working capital needs.
Following the transaction, Wellous shareholders are anticipated to control the majority of the merged company's outstanding shares, and Wellous will choose the majority of the proposed directors for the board of the combined business.
After the proposed transaction is completed, the Wellous management team, led by its Co-Founders Andy Tan and Henry Chin, will continue to administer the combined business.
"I have assessed over a thousand rapidly expanding businesses in Asia over the past ten years, and I think Wellous is a hidden gem. In a statement, Joseph Lee, CEO of Kairous Acquisition, said that the business "understands the high-growth consumer health and nutrition industry in Asia and has successfully found the proper brand story, goods, and marketing strategy to suit increasing middle-income customers. "Wellous' business strategy is very scalable across many markets because it creatively leverages social techpreneurs and supports them with its patented tech stacks. Wellous is proof to the world's investors that businesses in Southeast Asia can be successful while maintaining rapid growth. We are confident that the proposed transaction will help Wellous become stronger and gain more international acclaim.
Wellous is a health food and nutrition company that was founded in 2016 and creates, produces, sells, and distributes reliable items for wellness and health. The business claimed that it only provides the finest, most priceless ingredients obtained from a diverse network of suppliers. Wellous is a Malaysian company that distributes its goods and services through tech-enabled channels.
The company is well-established in the markets of the Asia-Pacific region and expanding its presence in other areas across the globe.
"Wellous works to provide its top-notch, cutting-edge, and customised health goods to every country in the world, and we are focusing on future expansion potential in markets outside of Southeast Asia," Tan said.
As stated in a Grand View Research research, "we envisage a massive addressable market, totalling roughly $700 billion yearly by 2027, due to increased demand for food and supplements that give health advantages tailored to unique individual needs", according to Chin.
The proposed transaction has received the unanimous agreement of the boards of directors of both Wellous and Kairous, according to the statement. It is anticipated to close in the middle of 2023, pending shareholder and regulatory approvals as well as the fulfilment of additional requirements.
Kairous has Loeb & Loeb LLP as its legal advisor and Chardan as its M&A and capital markets advisor. Wellous is being counselled by Robinson & Cole LLP. For the proposed deal, ICR is handling both investor relations and public relations.
Joseph Lee, the founder and Managing Partner of Malaysia-based Kairous Capital, is the CEO of Kairous Acquisition Corp. Ltd, a special purpose acquisition company (SPAC) with an Asia-focused business model. A regional venture capital firm, Kairous Capital focuses on making technology investments in China and Southeast Asia.