- Extraordinary general meeting of Provident’s
shareholders to be held on October 25, 2022 at 9:00 a.m. Eastern
Time
- Provident recommends all Provident’s
shareholders vote “FOR” all proposals at the extraordinary general
meeting
Perfect Corp. (“Perfect”), a global leader in providing
augmented reality (“AR”) and artificial intelligence (“AI”)
Software-as-a-Service (“SaaS”) solutions to beauty and fashion
industries, and Provident Acquisition Corp. (Nasdaq: PAQC;
"Provident"), a special purpose acquisition company, today
announced that Perfect’s registration statement on Form F-4 (the
“Registration Statement”) related to their previously announced
proposed business combination (the “Business Combination”) has been
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”).
The declaration of effectiveness of the Registration Statement
by the SEC and Provident’s filing of the definitive proxy
statement/prospectus is an important step in Perfect becoming a
publicly-traded company listed on the New York Stock Exchange upon
the close of the Business Combination.
Provident will hold an extraordinary general meeting of its
shareholders (the “EGM”) at 9:00 a.m. Eastern Time on October 25,
2022 to approve, among other things, the Business Combination.
Shareholders of record of Provident at the close of business on
September 14, 2022 will be entitled to receive notice of and to
vote at the EGM, which will be held virtually via live webcast at
www.cstproxy.com/paqc/2022 and physically at the offices of Davis
Polk & Wardwell located at The Hong Kong Club Building, 3A
Chater Road, Hong Kong, as further described in the definitive
proxy statement/prospectus. Provident’s shareholders will be
permitted to attend the EGM in person only to the extent consistent
with, and permitted by, applicable law and directives of public
health authorities and the venue provider.
The Business Combination is expected to close shortly after
approval by Provident’s shareholders and the satisfaction of other
customary closing conditions as described in the definitive proxy
statement/prospectus.
A copy of the definitive proxy statement/prospectus can be
accessed via the SEC website at www.sec.gov.
Provident recommends all of its shareholders to vote "FOR"
ALL PROPOSALS in advance of the EGM by telephone, via the internet,
or by signing, dating, and returning the proxy card upon receipt by
following the instructions on the proxy card.
Provident’s sponsor, Provident Acquisition Holdings Ltd., and
other shareholders of Provident who collectively own approximately
20% of Provident’s shares, have agreed to vote their respective
shares in favor of the Business Combination proposal and any
related proposals at the EGM.
Provident’s shareholders who have questions or need assistance
voting may contact Morrow Sodali LLC, Provident’s proxy solicitor,
by calling 800-662-5200 or 203-658-9400 (banks and brokers), or by
emailing PAQC.info@investor.morrowsodali.com.
About Perfect Corp.
Founded in 2015, Perfect is a global leader in providing AR and
AI SaaS solutions to beauty and fashion industries. Utilizing
facial 3D modeling, and AI deep learning technologies, Perfect
empowers beauty brands with product try-on, facial diagnostics, and
digital consultation solutions to provide consumers with an
enjoyable, personalized, and convenient omnichannel shopping
experience. Today, Perfect has the leading market share in helping
the world’s top beauty brands execute digital transformation,
improve customer engagement, increase purchase conversion, and
drive sales growth while maintaining environmental sustainability
and fulfilling social responsibilities. For more information, visit
https://www.perfectcorp.com/business.
About Provident Acquisition Corp.
Affiliated with Provident Capital, Provident is a special
purpose acquisition company formed for the purpose of entering into
a combination with one or more businesses. Provident’s sponsor team
combines over 85 years of experience in investment, technology, and
beauty industries to bring an innovative global technology leader
to the public capital market. Led by Winato Kartono as the
executive chairman, Michael Aw as the CEO and CFO, and Andre
Hoffmann as the president, Provident seeks to complete business
combinations with companies headquartered in Asia but with global
footprints, proven technologies, and leading market share. To learn
more, visit http://www.paqc.co.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, or the Exchange Act,
that are based on beliefs and assumptions and on information
currently available to Perfect and Provident. In some cases, you
can identify forward-looking statements by the following words:
“may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
projections of market opportunity, number of customers or user and
market share, the capability of Perfect’s technology, Perfect’s
business plans including its plans to expand globally, the sources
and uses of cash from the proposed Business Combination, the
anticipated enterprise value of the combined company following the
consummation of the proposed Business Combination, any benefits of
Perfect’s partnerships, strategies or plans as they relate to the
proposed Business Combination, anticipated benefits of the proposed
Business Combination and expectations related to the terms and
timing of the proposed Business Combination are also
forward-looking statements. 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. These statements are based on Perfect’s and Provident’s
reasonable expectations and beliefs concerning future events and
involve risks and uncertainties that may cause actual results to
differ materially from current expectations. These factors are
difficult to predict accurately and may be beyond Perfect’s and
Provident’s control. Forward-looking statements in this
communication or elsewhere speak only as of the date made. New
uncertainties and risks arise from time to time, and it is
impossible for Perfect or Provident to predict these events or how
they may affect Perfect or Provident. In addition, there are risks
and uncertainties described in the definitive proxy
statement/prospectus relating to the proposed Business Combination,
which was filed with the SEC on September 30, 2022, and other
documents filed by Perfect or Provident 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 Perfect nor Provident can assure you that the
forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, but not limited to: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination; the
outcome of any legal proceedings that have been or may be
instituted against Perfect, Provident, the combined company or
others; the inability to complete the Business Combination due to
the default in any forward purchase agreement, PIPE subscription
agreement or failure to satisfy other conditions to closing;
changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations of Perfect or Provident as a result of
the announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with brands, customers
and retain its management and key employees; costs related to the
Business Combination; changes in applicable laws or regulations;
Perfect’s estimates of expenses and profitability and underlying
assumptions with respect to shareholder redemptions and purchase
price and other adjustments; unforeseen developments in the
relatively new and rapidly evolving markets in which Perfect
operates, competition in the markets in which Perfect operates or
plans to operate, including with competitors who have significantly
more resources; ability to retain and expand sales to existing
brand customers and individual app users or attract new brand
customers and new app users, or if users decrease their level of
engagement with our brand customers or Perfect’s apps; ability to
monetize Perfect’s apps to generate sustainable revenue; ability to
make continued investments in Perfects AI and AR-powered
technologies; the need to attract, train and retain highly-skilled
technical workforce; reliance on certain platforms for payment
processing; user misconduct or misuse of Perfect’s apps; security
breaches of improper access to data or user data; reliance on a
limited number of cloud storage service providers; reliance on
third-party proprietary or open-source software; the impact of the
ongoing COVID-19 pandemic; reliance on a limited number of brand
partners for a significant portion of Perfect’s revenue; use of a
dual-class structure by the combined company; interests of certain
Perfect shareholders may differ from those of investors in the
combined company; internal control over financial reporting and
ability to remediate any significant deficiencies or material
weaknesses; changes in laws and regulations related to privacy,
cybersecurity and data protection; ability to enforce, protect and
maintain intellectual property rights; geopolitical, regulatory and
other risks associated with Perfect’s operations in the Republic of
China and the People’s Republic of China; and other risks and
uncertainties set forth in the section entitled “Risk Factors” in
the definitive proxy statement/prospectus filed by Provident with
the SEC and those included under the heading of “Risk Factors” in
its annual report on Form 10-K for year ended December 31, 2021 and
in its subsequent quarterly reports on Form 10-Q and other filings
with the SEC. There may be additional risks that neither Perfect
nor Provident presently knows or that Perfect and Provident
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, you should not regard these statements
as a representation or warranty by Perfect, Provident, their
respective directors, officers or employees or any other person
that Perfect and Provident will achieve their objectives and plans
in any specified time frame, or at all. Except as required by
applicable law, neither Perfect nor Provident has any duty to, and
does not intend to, update or revise the forward-looking statements
in this communication or elsewhere after the date of this
communication. You should, therefore, not rely on these
forward-looking statements as representing the views of Perfect or
Provident as of any date subsequent to the date of this
communication.
Additional Information and Where to Find It
In connection with the Business Combination, Perfect has filed
relevant materials with the SEC, including the Registration
Statement, which includes a proxy statement/prospectus of
Provident, which was declared effective by the SEC on September 30,
2022, and will file other documents regarding the Business
Combination with the SEC. Provident's shareholders and other
interested persons are advised to read the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination, as these
materials contain important information about Perfect, Provident
and the Business Combination. Provident will mail the definitive
proxy statement/prospectus and a proxy card to each Provident’s
shareholder entitled to vote at the EGM. Before making any voting
or investment decision, investors and shareholders of Provident are
urged to carefully read the entire Registration Statement, the
definitive proxy statement/prospectus, and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the Business Combination. The documents filed by
Provident and Perfect with the SEC may be obtained free of charge
at the SEC's website at www.sec.gov.
No Offer or Solicitation
This communication 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.
Participants in the Solicitation
Provident and its directors and executive officers may be deemed
participants in the solicitation of proxies from its shareholders
with respect to the Business Combination. A list of the names of
those directors and executive officers and a description of their
interests in Provident and their ownership of Provident securities
are included in the definitive proxy statement/prospectus for the
Business Combination at www.sec.gov. Other information regarding
the interests of the participants in the proxy solicitation is
included in the proxy statement/prospectus pertaining to the
Business Combination. These documents can be obtained free of
charge from the source indicated above.
Perfect and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Provident in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination are included in the definitive proxy
statement/prospectus pertaining to the Business Combination. These
documents can be obtained free of charge from the source indicated
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220930005542/en/
Investor Relations Robin Yang, Partner ICR, LLC Email:
Investor_Relations@PerfectCorp.com Phone: +1 (646) 880 9057 Public
Relations Brad Burgess, SVP ICR, LLC Email: press@PerfectCorp.com
Phone: +1 (646) 308 1649
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