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AGBA/TRILLER $4 billion MERGER: ELEVATING SHAREHOLDER VALUE TO NEW HEIGHTS - IMMEDIATELY AND FOR THE LONG TERM

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AGBA and Triller have entered into a definitive merger agreement valued at $4 billion, with Triller shareholders owning 80% of the combined group. AGBA's current outstanding shares are valued at $800 million, or $10.75 per share. The merger will result in AGBA becoming a Delaware wholly owning Triller.
AGBA e Triller hanno stipulato un accordo definitivo di fusione del valore di 4 miliardi di dollari, con i soci di Triller che possiederanno l'80% del gruppo combinato. Le azioni attualmente in circolazione di AGBA sono valutate 800 milioni di dollari, ovvero 10,75 dollari per azione. La fusione comporterà che AGBA diventerà un'entità del Delaware che possiede interamente Triller.
AGBA y Triller han firmado un acuerdo de fusión definitivo valorado en 4 mil millones de dólares, con los accionistas de Triller poseyendo el 80% del grupo combinado. Las acciones actuales en circulación de AGBA están valoradas en 800 millones de dólares, o 10,75 dólares por acción. La fusión resultará en que AGBA se convierta en una entidad de Delaware que posee completamente a Triller.
AGBA와 Triller가 40억 달러 가치의 확정적 합병 계약을 체결했으며, Triller의 주주들이 합병 그룹의 80%를 소유하게 됩니다. AGBA의 현재 유통 중인 주식은 8억 달러, 주당 10.75달러로 평가받고 있습니다. 이 합병으로 AGBA는 델라웨어의 Triller를 완전히 소유하는 회사가 됩니다.
AGBA et Triller ont conclu un accord de fusion définitif évalué à 4 milliards de dollars, les actionnaires de Triller détenant 80% du groupe combiné. Les actions actuellement en circulation d'AGBA sont évaluées à 800 millions de dollars, soit 10,75 dollars par action. La fusion entraînera AGBA devenant une entité du Delaware qui possède entièrement Triller.
AGBA und Triller haben eine endgültige Fusionsvereinbarung mit einem Wert von 4 Milliarden Dollar abgeschlossen, wobei die Triller-Aktionäre 80% der kombinierten Gruppe besitzen werden. Die derzeit ausstehenden Aktien von AGBA sind mit 800 Millionen Dollar bewertet, oder 10,75 Dollar pro Aktie. Die Fusion wird dazu führen, dass AGBA zu einer Gesellschaft aus Delaware wird, die Triller vollständig besitzt.
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Following the announcement of the merger between AGBA Group Holding Limited and Triller Corp, it is important to dissect the financial implications. The combined entity's valuation at $4 billion seems ambitious and hinges on Triller's future growth in the competitive social media landscape driven by AI technology. Investors should pay close attention to the pro forma ownership structure, with Triller shareholders owning 80% of the new organization, reflecting a valuation of their stake at $3.2 billion. AGBA's valuation of $800 million or $10.75 per share sets a new benchmark for the company's stock.

The domestication of AGBA to a Delaware corporation may streamline corporate governance and could potentially lead to tax efficiencies. However, it is imperative to scrutinize the merger agreement's terms filed on Form 8-K, as the devil is often in the details. The share conversion will be pivotal and AGBA investors must evaluate how the deal affects their equity's intrinsic value, considering potential dilution effects.

From a market perspective, this merger taps into the ongoing trend of content-driven platforms leveraging AI for personalized user experiences. Triller's positioning in this sector may provide strategic benefits to AGBA. The post-transaction market response will largely depend on Triller's ability to monetize its platform and increase user engagement in a sector dominated by giants like TikTok and YouTube.

Moreover, the high valuation multiples being applied in this deal are characteristic of the tech and social media industry, yet they come with high expectations for growth and profitability. AGBA's post-merger performance metrics will need close monitoring to ensure that the forecasted synergies and financial benefits are materialized, as these factors are critical to sustain the pro forma valuation.

Analyzing the technological synergy between AGBA and Triller, one must consider the potential for innovation and market penetration. Triller's AI-driven platform could provide AGBA access to advanced data analytics and user engagement tools, key for personalizing content and advertising. This could significantly impact revenue streams if effectively executed.

The shift to a combined tech and AI focus also indicates a strategic move to remain relevant in an industry that is rapidly evolving. The investors should look at the development pipeline and intellectual property portfolio post-merger for indicators of sustainable competitive advantages. The integration of technologies and platforms will be critical to watch, as it often presents challenges that could affect operational efficiency and market expansion.

LOS ANGELES, April 19, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited (“AGBA”), has previously announced that on April 16, 2024, it had entered into a definitive merger agreement (the “Merger Agreement”) to combine AGBA with Triller Corp. (“Triller”), a leading Artificial Intelligence-driven social video platform (together, the “Merger” or the “Transaction”). Upon completion of the Transaction, AGBA will become a Delaware corporation that wholly owns Triller, and AGBA itself will be majority-owned (80%) by current Triller stockholders and restricted stock unit (“RSU”) holders.


The Boards of Directors of Triller and AGBA have agreed to value the Combined Group (i.e. AGBA + Triller) at US$4.0 billion. Triller shareholders (including holders of Triller RSUs) will own 80% of the pro forma Combined Group representing a valuation of US$3,200 million (80% of US$4,000 million). AGBA has 74.4 million shares outstanding today, and current AGBA shareholders will own 20% of the pro forma Combined Group; the implied value of AGBA’s current outstanding shares at US$800 million (20% of US$4,000 million) is US$10.75 per share.


The Merger Agreement provides that, prior to the effective date of the Merger, AGBA will domesticate to the United States as a Delaware corporation (the “Domestication”) and will, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as AGBA   (AGBA, when domesticated as a Delaware corporation, “Delaware Parent”). Upon the Domestication, among other things, all AGBA ordinary shares, par value $0.001 per share will automatically convert into the same number of shares of common stock of Delaware Parent.

For more details, please refer to the Company's Report on Form 8-K filed with the Securities and Exchange Commission on 18 April 2024. The latest press release is available on the company’s website, please visit www.agba.com/ir

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About AGBA Group:
Established in 1993, AGBA Group Holding Limited (NASDAQ: “AGBA”) is a leading one-stop financial supermarket based in Hong Kong offering the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs. Trusted by over 400,000 individual and corporate customers, the Group is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business.

For more information, please visit www.agba.com

About Triller Corp:
Triller is the AI-powered open garden technology platform for creators. Pairing music culture with sports, fashion, entertainment, and influencers through a 360-degree view of content and technology, Triller uses proprietary AI technology to push and track content virally to affiliated and non-affiliated sites and networks, enabling them to reach millions of additional users. Triller additionally owns Triller Sports, Bare-Knuckle Fighting Championship; Amplify.ai, a leading generative AI platform; FITE, a premier global PPV, AVOD, and SVOD streaming service; and Thuzio, a leader in B2B premium influencer events and experiences.

For more information, visit www.triller.co

Investor Relations and Media Contact:

Ms. Bethany Lai
media@agba.com/ ir@agba.com
+852 5529 4500

Social Media Channels:
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Important Information About the Proposed Merger and Where to Find It

In connection with the Merger Agreement and the proposed Merger, AGBA intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A, which will be mailed or otherwise disseminated to the shareholders of AGBA as of the record date established for voting on the proposed transactions contemplated by the Merger Agreement. The Company may also file other relevant documents regarding the proposed Merger with the SEC. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED MERGER AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE MERGER. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER AS THEY BECOME AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors and security holders may obtain free copies of the definitive proxy statement (if and when available) and other documents that are filed or will be filed with the SEC by AGBA through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by AGBA will be available free of charge at: AGBA Group Holding Limited, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong SAR, attention: Mr. Ng Wing Fai, Chief Executive Officer.

Participants in Solicitation

AGBA and Triller, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies from AGBA’s shareholders in respect of the proposed Merger. AGBA’s shareholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers in AGBA’s proxy statement on Schedule 14A, when it is filed with the SEC. Information about AGBA’s directors and executive officers and their ownership of AGBA ordinary shares is set forth in AGBA’s annual report on Form 10-K, filed with the SEC on March 28, 2024. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.

This press release does not contain all the information that should be considered concerning the Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. Before making any voting or investment decision, investors and security holders are urged to read AGBA’s proxy statement on Schedule 14A and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Merger as they become available because they will contain important information about the proposed Merger.

No Offer or Solicitation

This press release will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

Forward-Looking Statements

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Merger. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value, the benefits of the proposed transaction, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the transactions. Consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of AGBA’s securities; (ii) the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by the shareholders of AGBA; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Merger Agreement following the announcement of the entry into the Merger Agreement and proposed Merger; (v) the ability of the parties to recognize the benefits of the Merger Agreement and the proposed Merger; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding Triller’s industry and market size; (viii) financial condition and performance of Triller, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Merger, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Triller; (ix) the impact from future regulatory, judicial, and legislative changes in Triller’s industry; (x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in AGBA’s filings with the SEC and those that will be contained in the definitive proxy statement relating to the Merger. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement and other documents to be filed by AGBA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while AGBA and Triller may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither AGBA nor Triller gives any assurance that AGBA, or Triller, or the combined company, will achieve its expectations.


FAQ

What is the value of the Combined Group after the merger agreement between AGBA and Triller?

The Combined Group, consisting of AGBA and Triller, is valued at $4.0 billion.

How much will Triller shareholders own in the pro forma Combined Group?

Triller shareholders will own 80% of the pro forma Combined Group, equivalent to a valuation of $3,200 million.

What is the implied value of AGBA's current outstanding shares after the merger?

AGBA's current outstanding shares are valued at $800 million, or $10.75 per share.

What will happen to AGBA upon the completion of the merger?

Upon completion of the merger, AGBA will become a Delaware that wholly owns Triller.

Where can more details about the merger be found?

For more details, please refer to the Company's Report on Form 8-K filed with the Securities and Exchange Commission on 18 April 2024.

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