Concorde International Group Ltd. Enters into Merger Agreement with YOOV Group Holding Limited to Create a Next-Generation AI-Powered Security Ecosystem

Rhea-AI Summary

Concorde International Group (NASDAQ: CIGL) entered into a definitive merger agreement with YOOV Group Holding Limited to combine CIGL’s security services with YOOV’s AIaaS capabilities. YOOV is valued at US$600 million on a fully diluted basis and will become a wholly owned subsidiary of CIGL.

The merger uses a per-share exchange based on a US$3.00 CIGL share value (a premium to the prior close of US$2.70). YOOV shareholders will receive newly issued Class A shares of CIGL and are subject to customary lock-up restrictions following closing.

Positive

• YOOV valued at US$600 million on a fully diluted basis
• Per-share exchange set using a US$3.00 CIGL share value, a premium to prior close of US$2.70

Negative

• None.

News Market Reaction – CIGL

-2.96% 71.0x vol

36 alerts

-2.96% Session close to close

+16.2% Peak Tracked

-55.3% Trough Tracked

$72.86M Market Cap

71.0x Rel. Volume

In the Feb 4 session, CIGL declined 2.96%, reflecting a moderate negative market reaction. Argus tracked a peak move of +16.2% during that session. Argus tracked a trough of -55.3% from its starting point during tracking. Our momentum scanner triggered 36 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 71.0x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details an all-stock merger that values YOOV at US$600 million and sets CIGL’s sha...

Analysis

This announcement details an all-stock merger that values YOOV at US$600 million and sets CIGL’s share value at US$3.00 for consideration, above the prior close of US$2.70. The deal adds an AIaaS automation platform to CIGL’s security services, following earlier technology acquisitions and partnerships. Key factors to monitor include issuance of 200,000,000 new Class A shares, regulatory and shareholder approvals, integration progress, and how the combined business impacts revenue growth and margins over time.

Key Figures

YOOV equity valuation: US$600 million CIGL share value in deal: US$3.00 per share CIGL prior close: US$2.70 +5 more

8 metrics

YOOV equity valuation US$600 million Merger valuation on a fully diluted basis

CIGL share value in deal US$3.00 per share Per share value used to calculate merger consideration

CIGL prior close US$2.70 Closing price on last trading day before announcement

New Class A shares 200,000,000 shares Shares to be issued to YOOV holders at merger closing

Controlling voting power 97.56% Voting power committed to approve merger

Price change 4.25% 24h move before article publication

Market cap $69,892,362 Equity value based on latest pre-news price

52-week range US$1.40 – US$31.055 Low and high over the past 52 weeks

Historical Context

3 past events · Latest: Sep 29 (Positive)

Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Sep 29	H1 2025 results	Positive	+16.3%	Reported 11% revenue growth to $6.0M and stronger gross margins.
Sep 12	Software Risk acquisition	Positive	-8.0%	Acquired cloud-based SaaS facilities platform valued at $57.5M.
Aug 13	Ryde workforce partnership	Positive	+3.5%	Strategic partnership to onboard up to 5,000 driver-partners in security.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

CIGL has generally reacted positively to growth and partnership news, with one divergence on a prior acquisition announcement.

Recent Company History

Recent news for CIGL highlights strategic expansion and improving fundamentals. On Sep 29, 2025, H1 2025 results showed 11% revenue growth to $6.0 million, and the stock rose 16.33%. A Sep 12, 2025 technology asset acquisition saw a -7.98% move, suggesting some caution toward deal-related dilution or integration risk. The Aug 13, 2025 workforce partnership with Ryde led to a 3.52% gain, showing support for collaborations that expand service capacity. Today’s AI-focused merger aligns with this growth-through-technology trajectory.

Key Terms

agreement and plan of merger, ai-as-a-service, ai-aas, lock‑up agreement

4 terms

agreement and plan of merger regulatory

"it has entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

ai-as-a-service technical

"a leading Artificial Intelligence-as-a-Service (AIaaS) platform specializing in digitalized"

A subscription-style offering that lets businesses access ready-made artificial intelligence tools and services over the internet instead of building them from scratch. Think of it as renting a powerful, constantly updated toolbox of smart features — like language understanding or image recognition — that a company plugs into its products or operations. Investors care because it usually creates recurring revenue, fast customer scaling, and predictable costs, but also ties value to usage, data quality, and ongoing platform trust.

ai-aas technical

"a leading Artificial Intelligence-as-a-Service (AIaaS) platform specializing in digitalized"

AI-as-a-Service (AI-AAS) is a model where companies rent access to ready-made artificial intelligence tools—like language, vision, or prediction systems—over the cloud instead of building them in-house. For investors, it matters because it turns AI into a subscription-style product with scalable, recurring revenue and lower upfront costs, while exposing providers to competition, data and privacy risks, and changing regulation that can affect growth and margins.

lock‑up agreement financial

"each shareholder of YOOV ... is entering into a lock‑up agreement with CIGL"

A lock-up agreement is a contract that prevents company insiders, early investors, or employees from selling their shares for a set period after a public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, helping stabilize the stock price early on; when the lock-up ends, a wave of selling can increase supply and put downward pressure on the share price, similar to a temporary hold on releasing many products at once.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SINGAPORE, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Concorde International Group Ltd. (the “Company” or “CIGL”) (NASDAQ: CIGL), today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with YOOV Group Holding Limited (“YOOV”), a leading Artificial Intelligence-as-a-Service (AIaaS) platform specializing in digitalized business automation solutions.

Amid accelerating digital transformation and rising global demand for intelligent service solutions, this strategic merger represents a landmark move to align two industry leaders with complementary strengths and shared growth ambitions. CIGL, a Nasdaq-listed company, has built a dominant regional footprint in security services, supported by proven operational execution, regulatory compliance, and a loyal client base spanning government agencies, multinational corporations, and local enterprises. YOOV, valued at US$600 million in this transaction, has developed advanced technologies in data analytics, intelligent workflow automation, and decision-support AI agents designed to enhance efficiency for small and medium-sized enterprises.

The merger will bring together CIGL’s security services expertise with YOOV’s innovative AI platform, expanding the combined company’s ability to deliver integrated, AI-powered security and business automation solutions to a broader range of customers.

Notably, CIGL’s strategic evolution is driven by its long-term growth objectives and its assessment of global structural shifts in enterprise operations and technology adoption. This strategic direction aligns with Singapore’s Economic Strategy Review, which underscores the essential nature of technology adoption, productivity enhancement, and disciplined risk-taking by enterprises to unlock growth potential.

“This integration represents a transformative event in our growth strategy and strengthens our position in intelligent services,” said Alan Chua, Chief Executive Officer and Chairman of the Board of CIGL. “YOOV’s AI-driven automation and intelligence technologies transform our existing capabilities and provide meaningful opportunities to enhance service delivery, improve operational agility, and create long-term value for our shareholders.”

“Joining forces with CIGL will strengthen our ability to capitalize on vast, untapped opportunities in the Southeast Asian and global markets,” said Phil Wong, Chief Executive Officer and Founder of YOOV, who is expected to become Co-Chief Executive Officer of CIGL following completion of the merger. “This partnership enhances the commercial reach of our technology solutions, and we look forward to scaling our business and expanding our client base across new markets.”

Following the completion of the merger, the combined company is expected to be well positioned to benefit from continued digital transformation and AI adoption across the Asia-Pacific region. Supported by a combined leadership team with decades of industry experience and a shared commitment to execution, the post-merger group aims to drive revenue growth, improve operational efficiency, and expand market reach while building a foundation for long-term competitiveness in AI-enabled security services and business automation.

Transaction Structure
In accordance with the Merger Agreement, CIGL will incorporate a wholly-owned subsidiary in the British Virgin Islands (the “Merger Sub”). Merger Sub will merge with and into YOOV, and the separate corporate existence of Merger Sub will cease. YOOV will be the surviving corporation (the “Surviving Sub”) and a wholly-owned subsidiary of CIGL (the “Merger”).

Pursuant to the Merger Agreement, each issued and outstanding ordinary share of YOOV (excluding certain excluded and dissenting shares as specified in the Merger Agreement) will be converted into the right to receive a certain number of newly issued Class A ordinary shares of CIGL (the “New Class A Shares”). The number of such New Class A Shares will be calculated by dividing the Target Per Share Value (as defined in the Merger Agreement) by US$3.00, which is set as the per share value of CIGL and represents a premium over the Company’s closing price of US$2.70 on the last trading day prior to the announcement.

On a fully diluted basis, the Merger values YOOV at an equity valuation of US$600 million.

In connection with the Merger, each shareholder of YOOV as of the date of the Merger Agreement is entering into a lock‑up agreement with CIGL (the “Lock‑Up Agreement”), pursuant to which such shareholders have agreed, subject to certain exceptions, not to transfer the New Class A Shares received as consideration in the Merger for a specified period following the Closing.

About Concorde International Group Ltd.
Concorde International Group Ltd. (“CIGL”), established in 1997, is a business-model-driven provider of security solutions and services, supported by advanced integrated technology enabling cluster surveillance of properties and assets with 24/7 system availability and real-time response. The Group offers the i-Guarding suite of smart solutions, including the patented i-Facility Sprinter (IFS), a mobile platform operating on CIGL’s proprietary Cluster™ aggregation to deliver one-of-its kind innovative security and facility maintenance services. The IFS is protected by patents in more than 29 jurisdictions worldwide. CIGL’s solutions transform traditional manned security while enhancing operational efficiency, consistency, and scalability.

About YOOV Group Holding Limited
YOOV is a leading provider of Artificial Intelligence-as-a-Service (AIaaS) solutions, revolutionizing intelligent business automation. The company empowers organizations of all sizes to deploy advanced AI capabilities through a cloud platform, eliminating the need for significant infrastructure investment and providing an accessible, cost-effective path to AI integration. YOOV distinguishes itself with its innovative Business AI Agents—autonomous systems that plan, decide, and execute end-to-end workflows, moving beyond conventional automation to deliver measurable business outcomes with minimal human intervention. With rapid growth and an established global presence, YOOV continues to expand its impact across industries through scalable, intelligent automation.

Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the "Risk Factors" section of the registration statement and annual report filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: CIGL@crescendo-ir.com

FAQ

What is the reported valuation of YOOV in the CIGL merger (CIGL) announced February 4, 2026?

The merger values YOOV at US$600 million on a fully diluted basis. According to CIGL, that equity valuation underpins the exchange of YOOV shares for newly issued CIGL Class A shares.

How will YOOV shareholders be compensated in the CIGL (CIGL) merger?

YOOV shareholders will receive newly issued CIGL Class A shares based on a Target Per Share Value divided by US$3.00. According to CIGL, the US$3.00 per-share basis determines the number of New Class A Shares issued.

Does the CIGL merger include any restrictions on YOOV shareholders selling their CIGL shares?

Yes. YOOV shareholders agreed to a lock-up agreement restricting transfers of New Class A Shares for a specified post-closing period. According to CIGL, the lock-up contains customary exceptions and applies to shareholders as of the Merger Agreement date.

What transaction structure did CIGL use for the merger with YOOV (CIGL)?

CIGL will form a British Virgin Islands Merger Sub that will merge into YOOV, with YOOV surviving as a wholly owned subsidiary of CIGL. According to CIGL, Merger Sub will cease separate existence following the Merger.

How does the merger price compare to CIGL’s closing share price before the Feb 4, 2026 announcement?

The merger uses a US$3.00 per-share basis, which represents a premium to CIGL’s prior closing price of US$2.70. According to CIGL, the US$3.00 figure is the set per-share value for calculating New Class A Shares.