Perfect Corp. executed a letter of intent to acquire Provident Acquisition Corp. from Provident Acquisition Holdings Ltd. and others for approximately $990 million in a reverse merger transaction.
The business combination would result in Perfect becoming a publicly-traded company. Upon the transaction closing, the combined company will be named Perfect Corp. and will be listed on the Nasdaq under the ticker symbol "PERF". As of September 16, 2022, Provident entered into the First Amendment to Agreement and Plan of Merger (the First Amendment) with Perfect, reflecting changes to add the New York Stock Exchange as a potential listing exchange of Perfect upon consummation of the Business Combination, in addition to The Nasdaq Stock Market. The business combination agreement may be terminated under certain customary and limited circumstances prior to closing. Completion of the proposed transaction is subject to the approval by the shareholders of both Provident and Perfect and other customary closing conditions, including a minimum of $125 million in gross cash at closing; at least $5,000,001 of net tangible assets immediately after the consummation of the business combination; the approval for listing of Perfect Class A ordinary shares and Perfect warrants to be issued in connection with the merger on the Nasdaq Stock Market; a registration statement being declared effective by the U.S. Securities and Exchange Commission (SEC); Provident and Perfect shall have received the closing deliverables consisting of the Registration Rights agreement and the Lock-Up agreement and completion of the Recapitalization. The proposed transaction has been unanimously approved by the boards of directors of both Provident and Perfect. The shareholders meeting of PAQC is scheduled on October 25, 2022. PAQC shareholders approved the transaction on October 25, 2022. The transaction is expected to close in the third quarter of 2022. As of October 25, 2022, the transaction is expected to close on October 28, 2022.
Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP is serving as legal advisor to Perfect. Howard Zhang, James C. Lin, Sam Kelso, Jie Zhang, Xin (Sheen) Xu, Lucy Cai, Eva Xu, Patrick E. Sigmon, Pritesh P. Shah of Davis Polk & Wardwell LLP, Hong Kong, Beijing and New York offices are serving as the legal counsel to Provident. Latham & Watkins LLP is serving as the legal advisor to the placement agents. Goldman Sachs (Asia) L.L.C. is serving as the financial advisor to Perfect. Barclays Capital is also serving as M&A financial advisor to Provident. Lee and Li, Attorneys-at-Law, Jun He Law Offices, Tokyo International Law Office and Ogier acted as the legal advisors to Provident. Continental Stock Transfer & Trust Company acted as transfer agent to Provident. Morrow Sodali LLC acted as proxy solicitor to Provident. Provident has agreed to pay Morrow a fee of $30,000 plus disbursements for such services.