- Merger to Deliver approximately US$118.5
million in Gross Proceeds to Support Perfect’s Growth
- Perfect and Provident Expect to Close the
Business Combination on October 28, 2022
- Perfect’s Shares and Warrants Expected to
Begin Trading on the NYSE on October 31, 2022 under Ticker Symbols
"PERF" and “PERF WS,” respectively
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 their previously announced business combination (the
“Business Combination”) was approved at an extraordinary general
meeting (the “EGM”) of Provident’s shareholders on October 25,
2022.
Complete official results of the vote will be included in a
current report on Form 8-K to be filed by Provident with the U.S.
Securities and Exchange Commission (the “SEC”) today.
The Business Combination is expected to close on October 28,
2022. Upon such closing, the listed company resulting from the
Business Combination will be called Perfect Corp. and its shares
and warrants are expected to begin trading on the New York Stock
Exchange (the “NYSE”) under the ticker symbols “PERF” and “PERF
WS,” respectively, on October 31, 2022.
Perfect is a market leader in the global beauty tech sector,
with over 400 beauty brands, including 17 of the world’s top global
20 beauty groups, utilizing Perfect’s AR and AI SaaS solutions in
80 countries globally, as of December 31, 2021, according to Frost
& Sullivan. Every year, Perfect enables over 10 billion virtual
try-ons of consumer products in a wide range of merchandise
categories, including cosmetics, skincare, hair colors, and fashion
accessories.
Upon completion of the Business Combination, Perfect intends to
focus on accelerating its global expansion, extending Perfect’s
industry coverage from beauty and fashion to tangential sectors,
and augmenting its innovative AR and AI SaaS solutions, including
product try-on and digital consultation solutions.
Alice Chang, Founder and Chief Executive Officer of Perfect,
commented, “This is a momentous day for Perfect, our colleagues,
and our partners. Since our inception seven years ago, we have
dedicated ourselves to transforming the global beauty industry, to
infusing entertainment into shopping, and to protecting the
environment while delivering an enjoyable product try-on experience
to consumers. The result of today’s EGM of Provident provides us
with financial resources to drive the next level of growth, and the
opportunity to capitalize on rapidly changing market dynamics at a
pivotal time for beauty and fashion industries. I am proud of what
Perfect has achieved, and excited about the possibilities our
partnership with Provident delivers to us."
Michael Aw, Chief Executive Officer of Provident, commented, “We
are delighted that our shareholders recognized the value that
Perfect brings to the combined business and the exciting
opportunities that lie ahead. Provident is proud to partner with a
company that is reshaping the beauty and fashion industries through
its global leadership in AR and AI technology. We look forward to
working with Perfect as we begin our journey as a NYSE-listed
company.”
Transaction Details
Under the terms of the business combination agreement between
Perfect and Provident, the transaction sets Perfect’s enterprise
value at approximately US$1.02 billion. The Business Combination is
expected to provide Perfect with approximately US$118.5 million in
gross proceeds.
The PIPE transaction is backed by blue-chip investors including
CHANEL, CyberLink, Shiseido, and Snap as well as reputable
financial investors. The forward purchase agreements were entered
into at the time of Provident’s initial public offering and
committed by long-term institutional investors Ward Ferry
Management and other investors including an affiliate of Provident.
Cash proceeds from the proposed Business Combination will be used
to support Perfect’s global expansion of its AR and AI SaaS
solutions, market expansion beyond beauty and fashion industries,
business operations, research and development, and general
corporate purposes.
Advisors
Sullivan & Cromwell LLP is serving as legal counsel to
Perfect. Davis Polk & Wardwell LLP is serving as the legal
counsel to Provident.
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
initially filed with the SEC on September 30, 2022, and as amended
or supplemented from time to time, 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 following the announcement of the
business combination or shareholders’ approval thereof; 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, as amended or supplemented, 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 definitive proxy
statement / prospectus relating to the proposed Business
Combination, which was initially filed with the SEC on September
30, 2022, and as amended or supplemented from time to time, 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, as
amended or supplemented, 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. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221025005738/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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