KUALA LUMPUR: Homegrown Wellous Group Ltd has entered into a definitive merger agreement with a publicly traded special purpose acquisition company (SPAC), Kairous Acquisition Corp Ltd, which will result in Wellous becoming a publicly listed company on Nasdaq upon merger completion.
Wellous is a health food and nutrition company that develops, manufactures, markets and distributes trusted and beneficial health and wellness products.
As provided in the merger agreement, the merger consideration is US$270 million (RM1.19 billion), payable by newly-issued securities of the combined company valued at US$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 would consist of Kairous’s approximately US$21 million in trust (assuming no redemptions by Kairous’s existing public shareholders) which is anticipated to support Wellous’s growth capital needs and to be used for general working capital purposes.
Wellous founder Wee Kuan Tan said Wellous strived to bring its high-quality, innovative and tailored health products across the world, and the company is targeting future expansion opportunities in markets which go beyond Southeast Asia.
Meanwhile, Wellous co-founder Henry Chin said the company saw a vast addressable market totalling approximately US$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 individuals needs.
After the closing, Wellous shareholders are expected to retain a majority of the outstanding shares of the combined company and Wellous would designate a majority of proposed directors for the combined company’s board. - Bernama
