HONG KONG, Nov. 18, 2021 /PRNewswire/ -- Bitdeer
Technologies Holding Company ("Bitdeer" or the "Company"), a
world-leading technology company for the cryptocurrency mining
community, and Blue Safari Group Acquisition Corp. (NASDAQ: BSGA) ("Blue Safari"), a publicly
traded special purpose acquisition company, today announced that
they have entered into a definitive merger agreement for a business
combination of Blue Safari and the Company (the "Transaction"). As
a result of the Transaction, the combined company is expected to be
renamed Bitdeer Technologies Group and remain a publicly listed
company on the NASDAQ Stock
Market.
Bitdeer and Blue Safari Highlights
Bitdeer is a world-leading technology company for the
cryptocurrency mining community. Headquartered in Singapore, Bitdeer currently operates five
proprietary mining datacenters in the
United States and Norway.
The Transaction positions Bitdeer to continuously mine
cryptocurrencies and serve the cryptocurrency mining community by
providing innovative, reliable and easy-to-use cryptocurrency
mining solutions.
Blue Safari believes the Transaction with Bitdeer presents an
opportunity to invest in a leader in Blue Safari target industry
sectors of financial technology ("FinTech"), information
technology, and business services. Blue Safari's management and
directors come from backgrounds ranging from veterans in the
finance sector with over four decades of experience as well as
specialists in the FinTech space with extensive experience with
FinTech technology research and development, entrepreneurship,
investment, legal and finance and marketing.
Management and Governance
Following the close of the Transaction, the combined company
will continue to be led by Mr. Jihan
Wu as Chairman and founder of Bitdeer. Mr. Wu is a pioneer
and leading figure in the cryptocurrency industry and is supported
by a passionate, visionary, tech-savvy and entrepreneurial
management team with a proven execution track record. The
management team has extensive experience in the cryptocurrency
industry, encompassing research and development, mining, sales of
mining machines, and many of them are pioneers in mining
datacenters construction and operation.
"We are excited to enter into the Transaction and proud to
partner with the Blue Safari team in bringing our combined company
to the capital market," said
Chairman Wu. "As a leader in crypto mining, we will continue to
solidify our leading position in the crypto mining space. Today
marks a significant milestone for Bitdeer, and we strive to create
value for our broader group of stakeholders in the future,
including our clients, employees and shareholders."
Naphat Sirimongkolkasem, CFO and director of Blue Safari,
stated, "The crypto mining space has attracted tremendous attention
in recent years, and Bitdeer's innovative platform has propelled it
into the limelight among the most illustrious players in the
sector. The visionary management team led by Chairman Jihan Wu and CEO Matt
Linghui Kong has uniquely positioned Bitdeer as a leader in
the industry. It is our privilege to embark on this phenomenal
journey and deliver this excellent opportunity to our
investors."
Transaction Overview
The Transaction values Bitdeer at an implied enterprise value of
approximately $4 billion.
The Bitdeer and Blue Safari Boards of Directors have unanimously
approved the proposed Transaction, which is expected to be
completed in the first quarter of 2022, subject to, among other
things, regulatory approvals, the approval by Blue Safari's
shareholders of the Transaction and satisfaction or waiver of other
customary closing conditions.
Additional information about the proposed Transaction, including
copies of the merger agreement and related agreements, will be
provided in a Current Report on Form 8-K to be filed by Blue Safari
with the Securities and Exchange Commission (the "SEC") and
available at www.sec.gov. Blue Safari intends to file a
registration statement, which will contain a proxy statement and a
prospectus, with the SEC in connection with the Transaction.
Advisors
Cooley LLP and Travers Thorp Alberga are serving as legal
advisors to Bitdeer in connection with the Transaction. China
Renaissance Securities (Hong Kong)
Limited is serving as financial advisor to Bitdeer.
Davis Polk & Wardwell LLP,
Haiwen & Partners and Ogier are serving as legal advisors to
Blue Safari in connection with the Transaction.
About Bitdeer
Bitdeer is a world-leading technology company for the
cryptocurrency mining community headquartered in Singapore. Bitdeer has committed to providing
comprehensive digital asset mining solutions for its customers.
Bitdeer handles complex processes involved in mining such as miner
procurement, transport logistics, mining datacenter design and
construction, mining machine management and daily operations.
Bitdeer has mining datacenters deployed in the United States and Norway. To learn more, visit
www.bitdeer.com.
About Blue Safari Group Acquisition Corp.
Blue Safari Group Acquisition Corp. is a blank check company
sponsored by BSG First Euro Investment Corp., a British Virgin Islands company, and formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" 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 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, Bitdeer'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 Transaction, Blue Safari's and Bitdeer's ability to
consummate the Transaction, and expectations related to the terms
and timing of the Transaction, as applicable. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of Blue Safari's and
Bitdeer's management and are not predictions of actual
performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve, and must not be relied
on by any investor, as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Blue Safari and Bitdeer. These
forward-looking statements are subject to a number of risks and
uncertainties, including the ability of Blue Safari and Bitdeer to
successfully or timely consummate the proposed Transaction,
including 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 proposed Transaction or approval of the shareholders of Blue
Safari or Bitdeer; failure to realize the anticipated benefits of
the proposed Transaction; the combined company's ability to execute
on its business model, potential business expansion opportunities
and growth strategies, retain and expand customers' use of its
services and attract new customers, and source and maintain talent;
risks relating to the combined company's sources of cash and cash
resources; risks relating to the blockchain and frontier technology
infrastructure sectors, including the unregulated nature of the
cryptocurrency space and potential future regulations, volatility
of the price of digital assets, changes in the award structure for
solving digital assets and limited availability of electric power
resources; risks relating to Blue Safari's and the combined
company's vulnerability to security breaches; risks relating to the
combined company's ability to manage future growth; the effects of
competition on the combined company's future business; the amount
of redemption requests made by Blue Safari's public shareholders;
the ability of Blue Safari or the combined company to issue equity
or equity-linked securities in connection with the proposed
Transaction or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries involving the parties to the Transaction; the impact
of the COVID-19 pandemic on Bitdeer's or the combined company's
business and the global economy; and those factors discussed in
Blue Safari's final prospectus related to its initial public
offering dated June 10, 2021, under
the heading "Risk Factors," in Blue Safari's Quarterly Report on
Form 10-Q for the quarter ended June 30,
2021 under the heading "Risk Factors" filed with the SEC on
August 18, 2021 and other documents
filed, or to be filed, by Blue Safari with the SEC. If any of these
risks materializes or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Blue Safari nor Bitdeer presently knows or that Blue Safari
and Bitdeer currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Blue Safari's and Bitdeer's expectations, plans or
forecasts of future events and views as of the date of this press
release. Blue Safari and Bitdeer anticipate that subsequent events
and developments will cause Blue Safari's and Bitdeer's assessments
to change. However, while Blue Safari and Bitdeer may elect to
update these forward-looking statements at some point in the
future, Blue Safari and Bitdeer specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Blue Safari's and Blue's assessments as
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Important Information About the Proposed Transaction and
Where to Find It
The proposed Transaction will be submitted to shareholders of
Blue Safari for their consideration and approval. Blue Safari
intends to file a registration statement (the "Registration
Statement") with the SEC which will include preliminary and
definitive proxy statements to be distributed to Blue Safari's
shareholders in connection with Blue Safari's solicitation for
proxies for the vote by Blue Safari's shareholders in connection
with the proposed Transaction and other matters as described in the
Registration Statement, as well as a prospectus relating to the
offer of the securities to be issued to Bitdeer's shareholders in
connection with the completion of the proposed Transaction. After
the Registration Statement is filed and declared effective, Blue
Safari will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for
voting on the proposed Transaction. Blue Safari'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 Blue Safari's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other
things, the proposed Transaction, because these documents will
contain important information about Blue Safari, Bitdeer and the
proposed Transaction. Shareholders 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
Transaction and other documents filed with the SEC by Blue Safari,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to Blue Safari.
Participants in the Solicitation
Blue Safari, Bitdeer 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 Blue Safari's shareholders in connection with the
proposed Transaction. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of Blue
Safari's shareholders in connection with the proposed Transaction
will be set forth in Blue Safari's proxy statement/prospectus to be
filed with the SEC in connection with the Transaction. You can find
more information about Blue Safari's directors and executive
officers in Blue Safari's final prospectus related to its initial
public offering dated June 10, 2021.
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 does not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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.
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SOURCE Blue Safari Group Acquisition Corp