Expected to be the Largest-Ever U.S.
Equity Offering by a Southeast Asian Company
- Grab is relied on for everyday needs in Southeast Asia and is
the category leader for online food delivery, ride-hailing and
digital wallet payments2 in the region
- Public listing will reinforce Grab’s strong business momentum
including Gross Merchandise Value of approximately US$12.5 billion
in 2020, surpassing pre-pandemic levels
- The proposed transactions represent an expected equity value on
a pro-forma basis of approximately US$39.6 billion and are expected
to provide up to approximately US$4.5 billion in cash proceeds to
Grab
- Proceeds include more than US$4.0 billion of fully committed
PIPE led by US$750 million from funds managed by Altimeter Capital
Management, LP
- Investors in the PIPE include funds and accounts managed or
advised by BlackRock, Counterpoint Global (Morgan Stanley
Investment Management) and T.Rowe Price Associates, Inc., as well
as Fidelity International, Fidelity Management and Research LLC,
Janus Henderson Investors, Mubadala, Nuveen, Permodalan Nasional
Berhad and Temasek
- Altimeter commits to a three-year lock-up period for its
sponsor promote shares, 10% of which will go to the recently
announced GrabForGood Fund to support programs with long-term
social and environmental impact
Grab Holdings Inc. (“Grab”), Southeast Asia’s leading superapp1,
today announced it intends to go public in the U.S. in partnership
with Altimeter Growth Corp. (Nasdaq: “AGC”) in what is expected to
be the largest-ever U.S. equity offering by a Southeast Asian
company. The combined company expects its securities will be traded
on NASDAQ under the symbol “GRAB” in the coming months.
The proposed transactions value Grab at an initial pro-forma
equity value of approximately US$39.6 billion at a PIPE size of
more than US$4.0 billion and will provide Grab with approximately
US$4.5 billion in cash proceeds. Grab is a superapp dedicated to
serving everyday needs and everyday entrepreneurs. It offers
services across mobility, deliveries, financial services and more,
in an all-in-one app.
Anthony Tan, Group CEO and Co-founder, Grab said, “It
gives us immense pride to represent Southeast Asia in the global
public markets. This is a milestone in our journey to open up
access for everyone to benefit from the digital economy. This is
even more critical as our region recovers from COVID-19. It was
very challenging for us too, but it taught us immensely about the
resiliency of our business. Our diversified superapp strategy
helped our driver-partners pivot to deliveries, and enabled us to
deliver growth while improving profitability. As we become a
publicly-traded company, we’ll work even harder to create economic
empowerment for our communities, because when Southeast Asia
succeeds, Grab succeeds.”
Brad Gerstner, Founder and CEO, Altimeter said, “As one
of the world’s largest and fastest-growing internet companies, Grab
is paving the digital path forward for the 670 million citizens of
Southeast Asia. We are thrilled that Grab selected Altimeter
Capital Markets as their partner to go public and even more excited
to become sizable long term owners in this innovative, mission
driven company.”
Southeast Asia is one of the fastest growing digital economies
in the world, with a population approximately twice the size of the
United States. Yet online penetration for food delivery, on-demand
mobility and electronic transactions are a fraction of the U.S. and
China. Across online food delivery, ride-hailing and digital wallet
payments, Grab expects its total addressable market to grow from
approximately US$52 billion in 2020 to more than US$180 billion by
20253.
Grab believes it is perfectly positioned to serve the needs of
consumers, merchants and drivers in Southeast Asia through its
superapp strategy. It offers an ecosystem of complementary
services, addressing high-frequency, everyday needs, all through
one app. This creates a flywheel effect designed to drive growth
while lowering cost of service. The more services offered, the more
the choices, and consequently the greater the value to consumers
using the Grab superapp. In fact, the proportion of Grab users that
use 2 or more services has grown 5 times over the last two years4.
As consumer spend grows, so do the income opportunities for Grab’s
merchant and driver-partners, encouraging more of them into Grab’s
ecosystem. This leads to wider selection, better value, and faster
delivery times for users, with benefits to consumer loyalty and
lifetime value.
Grab’s decision to become a public company was driven by strong
financial performance in 2020, despite COVID-19. Grab posted GMV of
approximately US$12.5 billion in 2020, surpassing pre-pandemic
levels and more than doubling from 2018. The company is also
currently the category leader in Southeast Asia for its core
verticals5, accounting for approximately 72% of total regional GMV
for ride-hailing, 50% of total regional GMV for online food
delivery and 23% of regional TPV for digital wallet payments in
2020.
At the same time, the company has made significant strides
towards profitability, with a key focus on building a resilient
business and delivering sustainable growth, achieving positive
segment EBITDA6 in mobility across all markets, and positive
segment EBITDA in deliveries in 5 out of 6 countries.
Proposed Transactions Overview
Grab’s journey to becoming a U.S.-listed public company will be
facilitated by a definitive business combination agreement between
Grab and Altimeter Growth, a special purpose acquisition company.
Pursuant to the proposed transactions, Altimeter Growth and Grab
will become wholly-owned subsidiaries of a new holding company. The
combined company is expected to have an equity value on a pro-forma
basis of approximately US$39.6 billion.
At closing, the combined company is expected to receive
approximately US$4.5 billion in cash proceeds, including more than
US$4.0 billion from a fully committed PIPE offering that was
upsized due to significant investor interest. Furthermore,
Altimeter has also committed up to US$500 million to a contingent
investment to be equal to the aggregate dollar amount of
redemptions from Altimeter Growth’s shareholders. The PIPE was led
by funds managed by Altimeter Capital Management, LP which
committed US$750 million, with participation from funds and
accounts managed or advised by BlackRock, Counterpoint Global
(Morgan Stanley Investment Management), and T.Rowe Price
Associates, Inc., as well as Fidelity International, Fidelity
Management and Research LLC, Janus Henderson Investors, Mubadala,
Nuveen, Permodalan Nasional Berhad and Temasek. Leading family
groups from Indonesia including Djarum, the Sariaatmadja family and
Sinar Mas also participated in the PIPE.
As part of Altimeter’s long-term commitment to Grab, Altimeter’s
sponsor promote shares are subject to a 3-year lock-up period.
Altimeter is also donating 10% of its sponsor promote shares to
support the GrabForGood fund, which aims to introduce programs with
long-term social and environmental impact, including education,
financial support for underserved communities and environmental
issues. The GrabForGood fund was announced last week with an
initial fund size of US$275 million, including a personal
contribution of US$25 million in Grab shares from Grab Group CEO
and co-founder Anthony Tan, together with co-founder Hooi Ling Tan
and President Ming Maa.
Tan added, “We've always believed in long-term
partnerships to drive impact at scale. We work closely with
governments to support their national agendas, and have partnered
with some of the world's best blue chip companies. Altimeter is
investing in a way that demonstrates our aligned values, with a
three-year lock-up on their sponsor promote shares and
unprecedented contribution of shares to our new GrabForGood
endowment fund. They're joining our journey for the long-run,
together with an incredible day one cap table of renowned
institutional investors and sovereign wealth funds. This is
testament to the global investment community’s belief in the
long-term value proposition of Grab’s superapp strategy and the
exciting growth potential of Southeast Asia.”
The proposed transactions, which have been approved by the
boards of directors of both Grab and Altimeter Growth, are expected
to close in the coming months, subject to shareholder approvals,
and other customary closing conditions.
Investor Resources
Additional information is available on the Grab Investor
Relations website at www.grab.com/investors, including a
presentation of Grab’s business and the transaction details. The
presentation will be available beginning April 13, 2021 at 6.00 am
ET. Speakers include the senior management team at Grab, including
Anthony Tan, Group CEO and Co-Founder of Grab, Ming Maa, President
of Grab, Peter Oey, CFO of Grab, and Brad Gerstner, Founder and CEO
of Altimeter.
Altimeter Growth will also be filing a Current Report on Form
8-K, which will include a copy of the business combination
agreement and the investor presentation, with the Securities and
Exchange Commission available at www.sec.gov.
Advisors
Evercore acted as lead financial advisor to Grab. J.P. Morgan
and Morgan Stanley Asia (Singapore) Pte were co-advisors.
J.P. Morgan and Morgan Stanley & Co. LLC acted as lead
placement agents, with Evercore and UBS as co-placement agents to
Altimeter Growth on the PIPE.
Skadden, Arps, Slate, Meagher & Flom LLP and Hughes Hubbard
& Reed LLP acted as legal advisors to Grab.
Ropes & Gray LLP acted as legal advisor to Altimeter Growth.
Wilmer Cutler Pickering Hale and Dorr LLP acts as advisor to
Altimeter Capital Management LP and Altimeter Capital Markets,
which includes Altimeter Growth.
Cooley LLP acted as legal advisor to the placement agents.
About Grab
Grab is the leading superapp platform in Southeast Asia,
providing everyday services that matter to consumers. Today, the
Grab app has been downloaded onto millions of mobile devices,
giving users access to over 9 million drivers, merchants, and
agents. Grab offers a wide range of on-demand services in the
region, including mobility, food, package and grocery delivery
services, mobile payments, and financial services across 428 cities
in eight countries.
About Altimeter
Altimeter Capital Management, LP is a leading technology-focused
investment firm built by founders for founders with over $15
billion in assets under management. Altimeter’s mission is to help
visionary entrepreneurs build iconic companies, disrupt markets and
improve lives through all stages of growth. Altimeter manages a
variety of venture and public funds and serves as an expert
long-term partner to companies as they enter the public
markets.
Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of the federal securities laws with respect to the proposed
transaction between Grab Holdings Inc. (“Grab”), J1 Holdings Inc.
(“PubCo”) and Altimeter Growth Corp. (“AGC”), and also contains
certain financial forecasts and projections. All statements other
than statements of historical fact contained in this document,
including, but not limited to, statements as to future results of
operations and financial position, planned products and services,
business strategy and plans, objectives of management for future
operations of Grab, market size and growth opportunities,
competitive position, technological and market trends and the
potential benefits and expectations related to the terms and timing
of the proposed transactions, are forward-looking statements. Some
of these forward-looking statements can be identified by the use of
forward-looking words, including “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“projects,” “should,” “could,” “would,” “may,” “will,” “forecast”
or other similar expressions. All forward-looking statements are
based upon estimates and forecasts and reflect the views,
assumptions, expectations, and opinions of AGC and Grab, which are
all subject change due to various factors including, without
limitation, changes in general economic conditions as a result of
COVID-19. Any such estimates, assumptions, expectations, forecasts,
views or opinions, whether or not identified in this document,
should be regarded as indicative, preliminary and for illustrative
purposes only and should not be relied upon as being necessarily
indicative of future results.
The forward-looking statements and financial forecasts and
projections contained in this document are subject to a number of
factors, risks and uncertainties. Potential risks and uncertainties
that could cause the actual results to differ materially from those
expressed or implied by forward-looking statements include, but are
not limited to, changes in domestic and foreign business, market,
financial, political and legal conditions; the timing and structure
of the business combination; changes to the proposed structure of
the business combination that may be required or appropriate as a
result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business
combination, the PIPE investment and other transactions in
connection therewith, including as a result of the COVID-19
pandemic or the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the business combination or that the approval of the
shareholders of AGC or Grab is not obtained; the risk that the
business combination disrupts current plans and operations of AGC
or Grab as a result of the announcement and consummation of the
business combination; the ability of Grab to grow and manage growth
profitably and retain its key employees including its chief
executive officer and executive team; the inability to obtain or
maintain the listing of the post-acquisition company’s securities
on Nasdaq following the business combination; failure to realize
the anticipated benefits of business combination; risk relating to
the uncertainty of the projected financial information with respect
to Grab; the amount of redemption requests made by AGC’s
shareholders and the amount of funds available in the AGC trust
account; the overall level of demand for Grab’s services; general
economic conditions and other factors affecting Grab’s business;
Grab’s ability to implement its business strategy; Grab’s ability
to manage expenses; changes in applicable laws and governmental
regulation and the impact of such changes on Grab’s business,
Grab’s exposure to litigation claims and other loss contingencies;
the risks associated with negative press or reputational harm;
disruptions and other impacts to Grab’s business, as a result of
the COVID-19 pandemic and government actions and restrictive
measures implemented in response; Grab’s ability to protect
patents, trademarks and other intellectual property rights; any
breaches of, or interruptions in, Grab’s technology infrastructure;
changes in tax laws and liabilities; and changes in legal,
regulatory, political and economic risks and the impact of such
changes on Grab’s business. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of PubCo’s registration statement on Form F-4, the proxy
statement/consent solicitation statement/prospectus discussed
below, AGC’s Quarterly Report on Form 10-Q and other documents
filed by PubCo or AGC from time to time with the U.S. Securities
and Exchange Commission (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. In addition, there may be
additional risks that neither AGC nor Grab presently know, or that
AGC or Grab currently believe are immaterial, that could also cause
actual results to differ from those contained in the
forward-looking statements. Forward-looking statements reflect
AGC’s and Grab’s expectations, plans, projections or forecasts of
future events and view. If any of the risks materialize or AGC’s or
Grab’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements.
Forward-looking statements speak only as of the date they are
made. AGC and Grab anticipate that subsequent events and
developments may cause their assessments to change. However, while
PubCo, AGC and Grab may elect to update these forward-looking
statements at some point in the future, PubCo, AGC and Grab
specifically disclaim any obligation to do so, except as required
by law. The inclusion of any statement in this document does not
constitute an admission by Grab nor AGC or any other person that
the events or circumstances described in such statement are
material. These forward-looking statements should not be relied
upon as representing AGC’s or Grab’s assessments as of any date
subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
In addition, the analyses of Grab and AGC contained herein are not,
and do not purport to be, appraisals of the securities, assets or
business of the Grab, AGC or any other entity.
Non-IFRS Financial Measures
This document may also include references to non-IFRS financial
measures. Such non-IFRS measures should be considered only as
supplemental to, and not as superior to, financial measures
prepared in accordance with IFRS, and such non-IFRS measures may be
different from non-IFRS financial measures used by other
companies.
Important Information About the Proposed Transactions and Where
to Find It
This document relates to a proposed transaction between Grab and
AGC. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed transactions
will be submitted to shareholders of AGC for their
consideration.
PubCo intends to file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
AGC’s shareholders in connection with AGC’s solicitation for
proxies for the vote by AGC’s shareholders in connection with the
proposed transactions and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Grab’s shareholders in
connection with the completion of the proposed business
combination. AGC and PubCo also will file other documents regarding
the proposed transaction with the SEC.
After the Registration Statement has been filed and declared
effective, AGC will mail a definitive proxy statement and other
relevant documents to its shareholders as of the record date
established for voting on the proposed transactions. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus or any other document
that AGC will send to its shareholders in connection with the
business combination. AGC’s shareholders and other interested
persons are advised to read, once available, the preliminary proxy
statement/prospectus and any amendments thereto and, once
available, the definitive proxy statement/prospectus, in connection
with AGC’s solicitation of proxies for its special meeting of
shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain
important information about AGC, PubCo, Grab and the proposed
transactions. Shareholders and investors may also obtain a copy of
the preliminary or definitive proxy statement, once available, as
well as other documents filed with the SEC regarding the proposed
transactions and other documents filed with the SEC by AGC, without
charge, at the SEC's website located at www.sec.gov or by directing
a request to AGC. The information contained on, or that may be
accessed through, the websites referenced in this document is not
incorporated by reference into, and is not a part of, this
document.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
AGC, PubCo and Grab and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from AGC’s shareholders in connection with
the proposed transactions. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
AGC’s shareholders in connection with the proposed transactions
will be set forth in PubCo’s proxy statement/prospectus when it is
filed with the SEC. You can find more information about AGC’s
directors and executive officers in AGC’s final prospectus filed
with the SEC on September 30, 2020. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement/prospectus when it becomes available.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
________________________
1Based on category leadership in online
food delivery, ride-hailing and digital wallet. Category leadership
assessed by Euromonitor, based on share of GMV and Total Payment
Volume (TPV) for 2020. ‘Southeast Asia’ refers to the 6 largest
markets in the region only: Indonesia, Malaysia, Singapore,
Thailand, Philippines, and Vietnam
2Source: Euromonitor. Based on share of
GMV in online food delivery and ride-hailing, and share of TPV for
digital wallet payments, across Indonesia, Malaysia, Singapore,
Thailand, Philippines and Vietnam
3Source: Euromonitor. Includes online food
delivery, ride-hailing, and digital wallet markets
4Source: Grab data, based on Monthly
Transacting Users
5Source: Euromonitor. Based on share of
GMV in online food delivery and ride-hailing, and share of TPV for
digital wallet payments, across Indonesia, Malaysia, Singapore,
Thailand, Philippines and Vietnam
6Segment EBITDA is a non-GAAP measure and
excludes regional costs.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210413005562/en/
For inquiries regarding Grab, please contact:
Media In Asia: press@grab.com
In the United States: Grab-SVC@sardverb.com
Investors Grab:
investor.relations@grab.com Blueshirt Group:
GrabIR@blueshirtgroup.com
For inquiries regarding Altimeter, please contact:
press@altimeter.com IR@altimeter.com
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