Super Apps Holdings to Become a Public Company Through Merger with Technology & Telecommunication Acquisition Corporation | Martech Edge | Best News on Marketing and Technology
>
Super Apps Holdings to Become a Public Company Through Merger with Technology & Telecommunication Acquisition Corporation

financial technology

Super Apps Holdings to Become a Public Company Through Merger with Technology & Telecommunication Acquisition Corporation

Super Apps Holdings to Become a Public Company Through Merger with Technology & Telecommunication Acquisition Corporation

GlobeNewswire

Published on : Oct 19, 2022

Super Apps Holdings and Technology & Telecommunication Acquisition Corporation Enter into a Merger Agreement

  • Transaction values Super Apps at an estimated pro forma enterprise value of $1.1 billion upon completion
  • With operations based in Malaysia, Super Apps will have a geographic advantage for expanding into the ASEAN market
  • Super Apps will partner with MobilityOne Sdn. Bhd., a fintech technology company in the payment systems market in Malaysia. Together with OneShop Retail, the combined company is position to be a leading payments systems provider in the ASEAN market
  • The combined company will be named TETE Technologies Inc. and will apply for listing on the Nasdaq under the ticker TETE
  • Super Apps CEO Loo See Yuen and existing management team to lead the combined company while gaining new board members, Tek Che Ng and Loke Chow Wing, from the Technology & Telecommunication Acquisition Corporation team

Super Apps Holdings Sdn Bhd, a Malaysian private limited company (“Super Apps” or the “Company”), and Technology & Telecommunication Acquisition Corporation (“TETE”) (Nasdaq: TETE, TETEU and TETEW), a special purpose acquisition company, today announced that they have entered into a definitive agreement and plan of merger (the “Merger Agreement”) for a business combination (the “Business Combination”) that will result in Super Apps becoming a publicly listed company. Upon closing of the transaction, the combined company will be named TETE Technologies Inc. and is expected to remain listed on the Nasdaq Stock Market under the ticker symbol, "TETE". The transaction reflects an estimated pro forma enterprise value for the combined company of approximately $1.1 billion.

Super Apps entered into a share sale agreement with MobilityOne Sdn Bhd (“MobilityOne”), a wholly-owned subsidiary of AIM quoted MobilityOne Limited, pursuant to which Super Apps agreed to purchase 60% of MobilityOne’s ownership interest in OneShop Retail Sdn. Bhd. (“OneShop Retail”) in a transaction which will close prior to the consummation of the Business Combination. MobilityOne has developed an end-to-end e-commerce solution which connects various service providers across several industries such as banking, telecommunication and transportation through multiple distribution channels such as electronic data capture terminals, short messaging services, automated teller machines and Internet banking services.

MobilityOne currently has ownership of the intellectual property that OneShop Retail uses in its operations and, in connection with the closing of the Business Combination, MobilityOne will grant OneShop Retail a long term license for use of such intellectual property. MobilityOne’s technology platform is flexible, scalable and has been designed to facilitate cash, debit card and credit card transactions (according to the device) from multiple devices while controlling and monitoring the distribution of different products and services.

Super Apps and MYISCO Sdn Bhd (“MYISCO”), a wholly owned subsidiary of MyAngkasa Digital Services Sdn Bhd (“MDS”), a Malaysian private limited company led by Angkatan Koperasi Kebangsaan Malaysia (“ANGKASA”), entered into a collaboration agreement, which shall become effective upon closing of the Business Combination, allowing OneShop Retail, as the authorized bill payment collection and credit lending agency of ANGKASA, to operate its payment collection system through ANGKASA’s authorized dealers for the collection and remission of any payment of bills via cash payment, credit card, debit card or cheque. ANGKASA currently facilitates the monthly salary disbursements of its members under its salary deduction scheme.

Based upon the Company’s anticipated collaboration with MYISCO and other potential collaborations, the combined company projects revenue of approximately $348 Million for the financial year ending December 31, 2023.

The proceeds from this transaction will enable Super Apps to build out its technology infrastructure to support demand from blue chip customers in the fast-growing e-commerce payment solutions market and enhance revenue.

Loo See Yuen, Chief Executive Officer of Super Apps, commented, "We are excited to enter the public markets through our business combination with TETE. The proceeds from the business combination, combined with our leadership team’s significant fintech industry experience, will allow Super Apps to accelerate growth in revenue through the expansion of its workforce, including sales and marketing headcount. We believe this transaction will enable us to continue investing in our technology infrastructure and deliver on our aspirations to be the unrivaled payment systems provider in the ASEAN market."

Mr. Ng Tek Che, the Chairman and CEO of TETE, added, “From the many companies under consideration by TETE, our goal was to find a company with a stand-out technology that met our criteria for investing in long-term sustainability for the ASEAN market.

The seamless payment ecosystem is a growing market, and Super Apps plans to utilise digital technologies to enhance the revenue of the combined company by leveraging, through the collaboration agreement between Super Apps and MYISCO Sdn. Bhd., the large database of end users from MYISCO. The strategy fits perfectly with TETE’s strategy to support enterprises utilizing digitalization and big data analytics to improve outcomes. We believe this transaction will create value for our existing and new shareholders on a sustainable, long-term basis.”

As part of the deal, Super Apps will retain its experienced management team, led by CEO Loo See Yuen, while gaining new board members, and Loke Chow Wing, from the TETE team.

Transaction Overview

Pursuant to the Merger Agreement, Super Apps will merge with TETE Technologies Sdn Bhd, a Malaysian private limited company and wholly owned subsidiary of TETE, with Super Apps surviving and TETE acquiring 100% of the equity securities of Super Apps. In exchange for their equity securities, the shareholders of Super Apps will receive an aggregate number of ordinary shares of TETE (the "Merger Consideration") with an aggregate value equal to: (a) one billion one hundred million U.S. Dollars ($1,100,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement), of which $235,000,000 will be paid at the closing of the Business Combination with the remaining $865,000,000 subject to the earn-out provisions set forth in the Merger Agreement.

The Business Combination has been approved by the boards of directors of each of TETE and Super Apps. The Business Combination will require the approval of the shareholders of TETE and Super Apps and is subject to other customary closing conditions, including a proxy statement being filed with and cleared by the U.S. Securities and Exchange Commission. The transaction is expected to close in the first half of 2023.

Advisors

ARC Group Limited is acting as sole financial advisor to TETE. Loeb & Loeb LLP is acting as legal counsel to TETE. Jenny Chen-Drake is acting as legal counsel for the Company.