FLJ Group Limited Entered into a Definitive Agreement to Acquire Alpha Mind Technology Limited
November 22 2023 - 4:54PM
FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today
entered into an equity acquisition agreement (the “Equity
Acquisition Agreement”) with Alpha Mind Technology Limited (the
“Target Company” or “Alpha Mind”) and the Target Company’s
shareholders (the “Sellers”) to acquire all the issued and
outstanding shares in the Target Company for an aggregate purchase
price of US$180,000,000 or RMB equivalent (the “Acquisition”). Upon
the closing of the Acquisition, Alpha Mind will become a
wholly-owned subsidiary of the Company. At Closing, the Company
shall deliver to each of the Sellers a promissory note
(collectively, the “Notes”) in an aggregate amount equal to the
purchase price. The Notes have a maturity of 90 days from the
closing date, and will be secured by all of the issued and
outstanding equity of the Target Company and all of the assets of
the Target Company and its subsidiaries.
The Equity Acquisition Agreement contains
representations, warranties, covenants and closing conditions of
each of the parties thereto that are customary for transactions of
this type. There is no assurance that all conditions precedent to
the closing of the Acquisition, including among other things,
receipt of any applicable regulatory approvals, will be satisfied.
If the closing of the Acquisition does not take place within 120
days after the signing of the equity acquisition agreement, either
party may terminate the equity acquisition agreement.
About Alpha Mind
Alpha Mind, through its consolidated variable
interest entity, operates two primary business units: (a) an
insurance agency, and (b) an insurance technology business. The
insurance agency operates nationwide in the PRC with a wide range
of insurance products, including but not limited to property
insurance, homeowner’s insurance, life insurance, health insurance,
business insurance and worker’s compensation insurance. The
insurance agency is PRC-licensed and works with around 180
insurance carriers. The insurance technology business is focused on
operating and developing next-generation insurance technology
products in the PRC, including developing SaaS platforms to connect
consumers and underwriting support. Alpha Mind is also dedicated to
the implementation of artificial intelligence in the insurance
technology space. In 2021 and 2022, Alpha Mind’s revenue amounted
to US$44.9 million and US$47.4 million, respectively.
Mr. Chengcai Qu, the chief executive
officer of the Company, said “We are pleased to welcome
Alpha Mind and its team. We are optimistic about the quality of
Alpha Mind’s service offerings. We are confident that we can work
with the Alpha Mind team to further strengthen its market position
in the insurance technology and insurance agency service
space.”
CEO of Alpha Mind comments: “We
have been overt about our efforts in recent years to provide SaaS
platforms in the insurance agency industry to local insurance
carrier in China that drive their business growth. We believe the
Acquisition will better position us to capture the growth trend in
China’s insurance industry leveraging the experience of FLJ’s
management team.”
Forward-Looking Statements
This press release contains forward-looking
statements. These statements constitute “forward-looking”
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates” and similar statements. Among other things, the
quotations from management in this press release and the Company
and its subsidiaries’ (collectively, the “Group”) operations and
business outlook contain forward-looking statements. Such
statements involve certain risks, uncertainties and other factors
that could cause actual results to differ materially from those in
the forward-looking statements. These risks and uncertainties
include, but are not limited to the following: risks related to the
expected timing and likelihood of completion of the proposed
transaction, including the risk that the transaction may not close
before the long-stop date, or due to one or more closing conditions
to the transaction not being satisfied or waived, such as
regulatory approvals not being obtained, on a timely basis or
otherwise, or that a governmental entity prohibited, delayed or
refused to grant approval for the consummation of the transaction
or required certain conditions, limitations or restrictions in
connection with such approvals; the Company’s ability to access
financing on favorable terms in a timely manner; the occurrence of
any event, change or other circumstances that could give rise to
the termination of the applicable transaction agreements; the risk
that there may be a material adverse change with respect to the
financial position, performance, operations or prospects of the
Company or Alpha Mind; the risk that if the Company fails to
perform its payment obligations under the terms of the Notes after
the closing, the Company will lose control of and no longer be able
to consolidate the Target Company; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of the Company’s securities or result in significant
fluctuations of the market price of the Company’s securities; the
risk that the proposed transaction and its announcement could have
an adverse effect on the ability of Alpha Mind to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers and customers and on their operating results and
businesses generally; any changes in the business or operating
prospects of Alpha Mind or its businesses; changes in applicable
laws and regulations; risks relating to the combined company’s
ability to enhance its services and products, execute its business
strategy, expand its customer base and maintain stable relationship
with its business partners; the growth of the insurance industry in
China; and assumptions underlying or related to any of the
foregoing. Further information regarding these and other risks is
included in the Company’s filings with the U.S. Securities and
Exchange Commission. Except as required by law, the Company does
not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Offer or Solicitation
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of the Company or
Alpha Mind, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering 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, or an exemption therefrom.
For investor and media inquiries, please
contact:
FLJ Group LimitedE-mail: ir@qk365.com
ChristensenIn ChinaMr. Rene VanguestainePhone:
+86-10-5900-1548E-mail:
rene.vanguestaine@christensencomms.com
In the U.S.Ms. Linda BergkampPhone: +1-480-614-3004Email:
linda.bergkamp@christensencomms.com
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