NEW
YORK, Aug. 15, 2024 /PRNewswire/ -- Leading
Group Limited ("LEADING"), a licensed digital insurance
broker operating in the Insurance Services segment in China as an Insurance Channel Specialist, and
Healthcare AI Acquisition Corp. ("HAIA") (NASDAQ: HAIA), a
publicly-traded special purpose acquisition company, today
announced that they have entered into a definitive business
combination agreement (the "Business Combination Agreement")
where HAIA and LEADING will enter a series of merger transactions
(the "Proposed Transaction") resulting in LEADING as the
surviving entity of the combined entity (the "Combined
Company"). Upon consummation of the merger, the parties intend
to list the Combined Company on the Nasdaq Stock Market
("Nasdaq"). The Combined Company will continue to be led
by LEADING's experienced senior management team.
LEADING's digital insurance brokerage license and integrated
marketing services helps insurance carriers to target and acquire
customers at greater scale to achieve enhanced premium sales
growth. The services provided by LEADING provides insurance
carriers with sales channel visibility and development whilst
enabling individuals and corporate policy holders to have the
benefit of tailored solutions.
Management Commentary
"The HAIA team has worked diligently with LEADING to agree on
the terms of the Proposed Transaction. We are excited about
the contemplated Nasdaq listing which will provide LEADING with a
platform for growth capital and investor participation in one of
the world's largest evolving insurance markets," said Mr.
Ross Benson, the Chairman of
LEADING. "LEADING has an online pedigree with a strong partner and
sales channel network. As a B2B participant in the insurance
services market, the China market
provides a landscape with significant growth potential."
"We are proud to be a partner of LEADING. The signing of
the Business Combination Agreement represents a positive step
forward" said Mr. Jiande Chen,
the Chief Executive Officer and Chairman of HAIA. "We believe that
LEADING is well positioned to grow as an Insurance Channel
Specialist by providing digital insurance brokerage and tailored
solutions to its business partners. We are delighted to support
LEADING in its transition to a public company. We are encouraged by
the dedication of the LEADING senior management team to achieve a
successful transaction and to their commitment in growing the
business in what we believe is a rapidly expanding China market for Insurance Services."
Transaction Overview
The Proposed Transaction values LEADING at approximately
US$430 million. HAIA and LEADING intend to raise an additional
private placement financing of $50
million ("Additional Financing"). Upon closing of the
Proposed Transaction, LEADING's shareholders will retain a majority
of the outstanding shares of the Combined Company and LEADING will
designate a majority of the directors for the Combined Company
board of directors.
LEADING expects to use the proceeds from the Proposed
Transaction to accelerate the organic growth trajectory of the
business in the China market.
The Proposed Transaction, which has been unanimously approved by
the boards of directors of both LEADING and HAIA, is expected to be
completed in the fourth quarter of 2024, subject to, among
other things, approval by the shareholders of LEADING and HAIA, and
the satisfaction (or waiver, as applicable) of the other customary
closing conditions, including the receipt of certain regulatory
approvals.
Additional information about the Proposed Transaction, including
a copy of the Business Combination Agreement, will be filed by HAIA
on a Current Report on Form 8-K with the U.S. Securities and
Exchange Commission (the "SEC").
Advisors
Loeb & Loeb LLP is serving as legal counsel to
HAIA. King & Wood Mallesons is serving as
the PRC legal counsel to HAIA. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal advisor to HAIA.
Hogan Lovells is serving as international legal advisor to
LEADING. Jincheng Tongda & Neal Law Firm is serving as the PRC
legal counsel to LEADING. Harney
Westwood & Riegels is serving as Cayman Islands legal advisor to LEADNG.
About LEADING
LEADING is an insurance channel specialist operating in the
China insurance services segment.
LEADING's online insurance brokerage service supplemented with
integrated marketing services helps insurance carriers target and
acquire customers at greater scale which results in increased
premium sales. LEADING's value proposition also provides channel
partners the ability to expand their value proposition whilst
providing professional risk management for individual and corporate
policyholders.
About HAIA
HAIA is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses.
Additional Information and Where to Find It
In connection with the Proposed Transaction, a registration
statement on Form F-4 (the "Registration Statement") will be filed
with the SEC, which will include a preliminary proxy
statement/prospectus of HAIA (a "Proxy
Statement/Prospectus"). After the Registration Statement is
filed and declared effective, a definitive Proxy
Statement/Prospectus will be mailed to HAIA's shareholders as of a
record date to be established for voting on the Business
Combination, in connection with HAIA's solicitation for proxies for
the vote by HAIA's shareholders in connection with the Proposed
Transaction and the other matters as described in the therein.
Before making any voting or other investment decisions,
securityholders of HAIA and other interested persons are
advised to read, when available, the preliminary Proxy
Statement/Prospectus and any amendments thereto and, once
available, the definitive Proxy Statement/Prospectus and any other
documents filed in connection with the Proposed Transaction, as
these materials will contain important information about HAIA,
LEADING, the Combined Company and the Proposed
Transaction. Shareholders may also obtain a copy of
the preliminary and definitive Proxy Statement/Prospectus to be
included in the Registration Statement, once available, as well as
other documents filed with the SEC regarding the Proposed
Transaction and other documents filed with the SEC, without charge,
at the SEC's website located at www.sec.gov.
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.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbour" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements also include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, projections of
market opportunity and expectations, the estimated implied
enterprise value of the Combined Company, LEADING's ability to
scale and grow its business, the advantages and expected growth of
the Combined Company, the Combined Company's ability to source and
retain talent, the cash position of the Combined Company following
closing of the Proposed Transaction, HAIA's and LEADING's ability
to consummate the Proposed Transaction, and expectations related to
the terms and timing of the Proposed Transaction, as applicable.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of HAIA's and LEADING's management and are not predictions of
actual performance.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of HAIA
and LEADING believes that it has a reasonable basis for each
forward-looking statement contained in this press release, each of
HAIA and LEADING cautions you that these statements are based on a
combination of facts and factors currently known and projections of
the future, which are inherently uncertain. In addition, there will
be risks and uncertainties described in the Proxy
Statement/Prospectus included in the Registration Statement
relating to the Proposed Transaction, which is expected to be filed
with the SEC, and other documents that may be filed by the Combined
Company or HAIA from time to time with the SEC. These filings may
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. Neither HAIA nor
LEADING can assure you that the forward-looking statements in this
press release will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties,
including, among others, the ability to complete the Proposed
Transaction due to the failure to obtain approval from HAIA's
shareholders or satisfy other closing conditions in the Business
Combination Agreement, the occurrence of any event that could give
rise to the termination of the Business Combination Agreement, the
ability to recognize the anticipated benefits of the Proposed
Transaction, the amount of redemption requests made by HAIA's
public shareholders, costs related to the Proposed Transaction, the
impact of the global COVID-19 pandemic, the risk that the
Proposed Transaction disrupts current plans and operations as a
result of the announcement and consummation of the Proposed
Transaction, the outcome of any potential litigation, government or
regulatory proceedings, and other risks and uncertainties,
including those to be included under the heading "Risk Factors" in
the Registration Statement to be filed with the SEC and those
included under the heading "Risk Factors" in HAIA's Annual Report
on Form 10-K for the year ended December 31,
2023, and other filings with the SEC. There may be
additional risks that neither HAIA nor LEADING presently
know or that HAIA and LEADING currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of HAIA and
LEADING as of the date of this press release. Subsequent events and
developments may cause those views to change. However, while HAIA
and LEADING may update these forward-looking statements in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
HAIA or LEADING as of any date subsequent to the date of this press
release. Except as may be required by law, neither HAIA nor LEADING
undertakes any duty to update these forward-looking statements.
Participants in the Solicitation
HAIA, LEADING and 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
HAIA's shareholders in connection with the Proposed Transaction.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of HAIA's shareholders in
connection with the Proposed Transaction will be set forth in the
Proxy Statement/Prospectus included in the Registration Statement
to be filed with the SEC in connection with the Proposed
Transaction. 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 press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction, and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
of HAIA, LEADING or the Combined Company, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to 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 the Securities Act of 1933, as amended.
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SOURCE Healthcare AI Acquisition Corp.
