Item 1.01
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Entry into a Material Definitive Agreement.
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Merger Agreement
As previously disclosed in
the Current Report on Form 8-K filed by the Blue Safari Group Acquisition Corp., a British Virgin Islands business company (“Blue
Safari”) with the Securities and Exchange Commission on November 18, 2021, Blue Safari entered into an Agreement and Plan
of Merger (the “Original Merger Agreement”) dated November 18, 2021 by and among Blue Safari, Blue Safari Mini
Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Blue
Safari (“SPAC Sub”), and Bitdeer Technologies Holding Company, an exempted company incorporated with limited liability
under the laws of the Cayman Islands (“Bitdeer” or the “Company”).
On
December 15, 2021, Blue Safari entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time,
the “Merger Agreement”) by and among (i) Blue Safari, (ii) Bitdeer Technologies Group, an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“BTG”), (iii) Blue Safari Merge Limited,
a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 1”), (iv) Blue Safari
Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 2”),
(v) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned
subsidiary of BTG (“Merger Sub 3”, and together with BTG, Merger Sub 1 and Merger Sub 2, the “Acquisition
Entities”), (vi) SPAC Sub, and (vii) the Company, to amend and restate the Original Merger Agreement.
The
Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination
without affecting any underlying economic interests, whereby (a) Merger Sub 1 will merge with and into Blue Safari with Blue
Safari being the surviving entity (the “First SPAC Merger”) and becoming
a wholly owned subsidiary of BTG, (b) immediately following the First SPAC Merger, Blue Safari will merge with and into Merger
Sub 2 with Merger Sub 2 being the surviving entity (the “Second SPAC
Merger”, and together with the First SPAC Merger, the “Initial
Mergers”), and (c) following the Initial Mergers, Merger Sub 3 will merge with and into the Company (the
“Acquisition Merger” and together with the Initial Mergers, the
“Mergers”), with the Company being the surviving entity and becoming a
wholly owned subsidiary of BTG. The Merger Agreement and the transactions contemplated therein were unanimously approved by the
boards of directors of each of Blue Safari, BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, and Bitdeer.
The Mergers and other
transactions contemplated by the Merger Agreement (the “Business
Combination”) are expected to be consummated after obtaining the required approval by the shareholders of Blue Safari
and Bitdeer and the satisfaction of certain other customary closing conditions.
Merger Consideration
In accordance with the terms
and subject to the conditions of the Merger Agreement, immediately prior to the effective time of the First SPAC Merger, each outstanding units of Blue Safari shall automatically be detached
and the holder thereof shall be deemed to hold such number of Class A ordinary shares and rights of Blue Safari in accordance with the
terms of the applicable units. In addition, upon the effective time of the First SPAC Merger, (i) each issued and outstanding
ordinary share in Blue Safari will be cancelled and exchanged for the right to receive one class A ordinary share in BTG (“BTG
Class A Ordinary Share”), which will trade in the United States in the form of American Depositary Shares (“ADSs”),
and (ii) each SPAC Right will be cancelled and exchanged for the right to receive one-tenth (1/10) of a BTG Class A Ordinary
Share in the same manner as SPAC Ordinary Share as set forth in subclause (iii) with fractional shares to be either rounded down to
the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law.
Upon the effective time of
the Acquisition Merger, (i) each issued and outstanding ordinary share and preferred share in Bitdeer will be cancelled and exchanged
for the right to receive such number of BTG Class A Ordinary Share equal to the Exchange Ratio (as defined in the Merger Agreement),
which will trade in the United States in the form of ADSs, provided that each issued and outstanding Key Executive
Share (as defined in the Merger Agreement) will be cancelled and exchanged for the right to receive such number of Class V Ordinary
Shares in BTG equal to the Exchange Ratio; (ii) each issued and outstanding Company restricted share unit will be converted into
an award of restricted share units, representing the rights to receive BTG Class A Ordinary Share under the 2021 Equity Incentive
Plan of BTG, each subject to substantially the same terms, as adjusted for the Exchange Ratio; (iii) the outstanding Company Convertible
Note (as defined in the Merger Agreement) will be assumed by BTG and represent the rights to receive BTG Class A Ordinary Share,
subject to the same terms and conditions, as adjusted for the Exchange Ratio; and (iv) each Dissenting Share (as defined in the Merger
Agreement) will represent only the right to receive the applicable payments set forth in the Merger Agreement.
Representations and Warranties; Covenants
The Merger Agreement contains
representations and warranties of each of the parties thereto that are customary for transactions of this type, many of which are qualified
by materiality and “Material Adverse Effect” (as defined in the Merger Agreement) standards. The representations and warranties
of the respective parties to the Merger Agreement will not survive the closing of the Acquisition Merger (the “Acquisition
Closing”).
The Merger Agreement
contains certain covenants, including, among other things, providing for (i) the parties to conduct their respective business
in the ordinary course through the Acquisition Closing; (ii) the parties to not initiate any negotiations or enter into any
agreements for certain transactions; (iii) Blue Safari to prepare and file a registration statement (the “Registration
Statement”) and take certain other actions to obtain the approval of the Transactions by the shareholders of Blue
Safari; and (iv) the parties to use reasonable best efforts to consummate and implement the transactions contemplated by the
Merger Agreement.
Conditions to Each Party’s Obligations
The Closings are subject to
the satisfaction or waiver of certain customary conditions by the parties thereto, including, among others, (i) approval of the mergers
and the transactions contemplated by the Merger Agreement by the shareholders of Blue Safari and Bitdeer; (ii) effectiveness of the
Registration Statement; (iii) expiration or termination of the waiting period under antitrust laws; and (iv) receipt of approval
for listing on the Nasdaq Stock Market of BTG’s securities.
The obligations of Blue
Safari and SPAC Sub (the "Blue Safari Parties") to consummate the Transactions also are conditioned upon, among other things,
(i) the accuracy of the representations and warranties of Bitdeer and the Acquisition Entities (subject to customary bring-down
standards), (ii) the covenants of Bitdeer and the Acquisition Entities having been performed in all material respects; and
(iii) no Material Adverse Effect (as defined in the Merger Agreement) with respect to Bitdeer and the Acquisition Entities
shall have occurred.
The obligations of Bitdeer
to consummate the Transactions also are conditioned upon, among other things, (i) the accuracy of the representations and warranties
of Blue Safari Parties (subject to customary bring-down standards), and (ii) the covenants of Blue Safari Parties having been performed
in all material respects.
Termination
The Merger Agreement may be
terminated at any time prior to the Acquisition Closing,
(i) by mutual consent of Blue Safari and Bitdeer;
(ii) by
either Blue Safari or Bitdeer if the Transactions are not consummated on or before May 31, 2022, provided that the terminating
party’s failure to fulfill any of its obligations under the Merger Agreement is not the primary cause of the failure of the
Acquisition Closing to occur by such date;
(iii) by either Blue Safari or Bitdeer if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any
case having the effect of permanently enjoining or prohibiting the Merger, which order, decree, judgment, ruling or other action is final
and nonappealable;
(iv) by either Blue Safari or Bitdeer if, at the special meeting of Blue Safari’s shareholders, the Transactions and the other Blue Safari
Shareholder Approval Matters shall fail to be approved;
(v) by
Blue Safari if Bitdeer shall fail to obtain Bitdeer Shareholder Approval within five (5) business days after the effectiveness date
of the Registration Statement; or
(vi) by Blue Safari, Bitdeer or any Acquisition Entity if the other party has materially breached any of its representations, warranties, agreements
or covenants which would result in the failure of certain conditions to be satisfied at the Closing and has not cured its breach prior
to the earlier of 15 days of the notice of describing the breach and the Outside Closing Date, provided that the terminating party is
not in breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement that would cause the
failure of the Closing to occur.
The foregoing description
of the Merger Agreement and the Mergers and other transactions contemplated by the Merger Agreement does not purport to be complete and
is qualified in its entirety by the terms and conditions of the Merger Agreement and related agreements. The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates set forth thereunder. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The Merger Agreement has been included as Exhibit 2.1 to this Current Report on Form 8-K (this “Current
Report”) to provide information regarding its terms. It is not intended to provide any other factual information about Blue
Safari, Bitdeer, or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties,
covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting
parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries
under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof,
as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in Blue Safari’s public disclosures.
Voting and Support Agreement
Concurrently with the execution
of the Merger Agreement, BTG, Blue Safari and Bitdeer also entered into a voting and support agreement (the “Voting and Support
Agreement”) with certain Company shareholder (the “Supporting Shareholder”) with respect to the shares of
Bitdeer currently owned by the Supporting Shareholder. The Voting and Support Agreement provides that the Supporting Shareholder will
appear at shareholders meetings of Bitdeer and vote, consent or approve the Merger Agreement and the Transactions, whether at a shareholder
meeting of Bitdeer or by written consent. It further provides that the Supporting Shareholder will vote against (or act by written consent
against) any alternative proposals or actions that would impede, interfere with, delay, postpone or adversely affect the Merger or any
of the Transactions.
The foregoing description
of the Voting and Support Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.