Alps Global Holding Berhad, a company formed under the laws of
Malaysia (“Alps ”) and Globalink Investment Inc. (Nasdaq: “GLLI”,
“GLLIU” units, “GLLIW” warrants, and “GLLIR” rights) (“Globalink”),
a publicly traded special purpose acquisition company, today
announced that they have entered into a definitive merger agreement
(the “Merger Agreement”).
Since its inception in 2017, Alps has evolved
into an integrated platform consisting of biotechnology research,
medical and wellness portfolios aiming to deliver personalized,
precise and preventive medicine. With a resolute conviction to
transform the healthcare landscape, Alps has built an ecosystem
comprising the collaborations of like-minded clinicians,
stakeholders, corporations, scientists and researchers, each
charged with a mission to provide choices when it comes to
diagnostics and treatments of diseases while decreasing its costs
to make advance medicine accessible to all. The vision of Alps is
to create a new chapter for a revitalized humanity to serve and
help mankind towards a better quality of life through its precision
and preventive solutions.
Strategically situated among the bustling
business hub and commercial districts of Kuala Lumpur, Malaysia,
Alps’ core centers are Alps Medical Centre, Alps Wellness Centre,
MyGenome - a Bionexus accredited Molecular Institute (full fledge
whole genome sequencing and mRNA technologies) and Celestialab (a
current good manufacturing practice (“cGMP”) accredited cell
manufacturing lab), each sharing a common philosophy and ethos of
revitalizing the health and well-being of individuals.
Alps is constantly reaching new milestones, spearheading and
blazing new trails to be ‘the Health Destination’ for patients
seeking healthcare solutions par excellence, but at fair pricing to
everyone.
Alps is working to become a successful local,
regional and global company by creating a one-stop upstream and
downstream biotechnology platform, which transforms and enhances
the value chain of Alps as an integrated biotechnology, medical and
wellness group.
Following completion of the transactions
contemplated by the Merger Agreement, the combined company will be
named “Alps Life Science Inc.” and is expected to be listed on
Nasdaq.
The Chief Executive Officer of Alps, Dr. Tham
Seng Kong, stated that Alps targets to be one of the leading life
sciences companies in the region, “[r]ather than competing with
other companies, we will be collaborating with each other to combat
the next pandemic wave and cater to humanity’s needs for
preventative medicines in the future.”
The success of the Alps is attributed to the
pioneering vision of its Chief Executive Officer, Dr. Tham Seng
Kong, to position Alps as a global driving force in leading the new
frontier for biotechnology to revitalize humanity by bridging the
gap between innovative scientific research to consumers. Offering
an all-in-one supply chain platform, constructing advance medicines
and harnessing biotechnology expertise to enhance and extend human
life at improved cost effectiveness.
Say Leong Lim, Chief Executive Officer of
Globalink, commented, “We are thrilled to announce the entry into
the Merger Agreement. We are excited with the opportunities that
Alps could offer and we strongly believe in the tremendous
opportunity in the life sciences industry.”
Transaction Details
The transaction values Alps at an enterprise
value of US$1.6 billion. Net proceeds from the transaction,
including cash held in Globalink’s trust account (depending on the
amount of redemptions by Globalink’s public stockholders) and
proceeds available from a PIPE financing to be consummated
concurrently with the transactions contemplated by the Merger
Agreement are anticipated to be used for working capital, growth
capex, and other general corporate purposes.
The transaction includes an earn-out provision
permitting Alps shareholders to receive up to an aggregate maximum
of 48 million additional shares as and when the business meets
certain incremental milestones for the consolidated revenue of
Globalink and Alps for five fiscal years following the consummation
of the Merger. All Alps shareholders will roll 100% of their equity
holdings into the new combined company.
Upon consummation of the transactions
contemplated by the Merger Agreement and not taking into account
the issue of shares of Globalink’s common stock in the concurrent
PIPE financing, the current Alps shareholders will become the
majority stockholders of the combined company with an approximately
96.38% ownership (not taking into account the issuance of the
earn-out shares), and all existing stockholders of Globalink are
expected to own approximately 3.62% of the combined company,
assuming no redemption by Globalink’s public stockholders.
The respective boards of directors of Alps and
Globalink have approved the transactions contemplated by the Merger
Agreement. The transactions contemplated by the Merger Agreement
will require the approval of the stockholders of Globalink and
shareholders of Alps, and is subject to other customary closing
conditions, including the receipt of certain regulatory approvals.
The transactions contemplated by the Merger Agreement are expected
to close in the second quarter of 2024.
Additional information about the proposed
transaction, including a copy of the definitive agreements, will be
provided in a current report on Form 8-K to be filed by Globalink
with the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
Advisors
Hunter Taubman Fischer & Li LLC is serving
as legal advisor to Globalink.
Darryl, Edward & Co.is serving as legal
advisor to Alps Global Holding Berhad.
About Alps
Alps Global Holding Berhad (“Alps”) is a
fully-integrated biotechnology research, medical and wellness
company dedicated to the development of personalized medicine using
cutting-edge technologies such as genomics DNA, mRNA, and cellular
therapy, to pave the way for the next key phase in healthcare.
About Globalink Investment
Inc.
Globalink is led by Mr. Say Leong Lim, its Chief
Executive Officer. Globalink is a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Important Information and Where to Find
It
This press release relates to a proposed
transaction between Globalink and Alps. This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, Globalink intends to file
relevant materials with the SEC, including a registration statement
on Form S-4 (the “Form S-4”), which will include a proxy
statement/prospectus. Security holders, investors and
other interested persons are encouraged to carefully review such
information, including the risk factors and other disclosures
therein. The proxy statement/prospectus will be sent
to all Globalink stockholders in connection with the stockholder
meeting to approve the proposed transaction. Globalink also will
file other documents regarding the proposed transaction with the
SEC. Before making any voting or investment decision,
investors and security holders of Globalink are urged to read the
Form S-4, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed
transaction.
Investors and security holders will be able to
obtain free copies of the Form S-4, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by Globalink through the website maintained by the SEC
at www.sec.gov.
Participants in the
Solicitation
Globalink, GL Sponsor LLC, the sponsor of
Globalink, Alps and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Globalink’s stockholders in connection with the
proposed transaction. Information about Globalink’s directors and
executive officers and their ownership of Globalink’s securities is
set forth in Globalink’s filings with the SEC, including the Form
S-4 to be filed in the future. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents at www.sec.gov.
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 shall
not constitute an offer to sell or a solicitation of an offer to
buy the securities of Globalink or Alps, 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 offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Forward-Looking Statements
Certain statements included in this press
release are not historical facts but are forward-looking
statements. Forward-looking statements generally are accompanied by
words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“future,” “outlook,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the benefits of the proposed transaction, the anticipated timing of
the proposed transaction, the businesses operated by Alps and the
markets in which Alps operates, business strategies, industry
environment, potential growth opportunities, the effects of
regulations and projected future results of Globalink and Alps.
These statements are based on various assumptions, whether or not
identified in this press release and on the current expectations of
Globalink’s and Alps’ respective management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, 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 Globalink
and Alps. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market,
financial, political and legal conditions.
These forward-looking statements are subject to
a number of risks and uncertainties, including but not limited to,
(i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
Globalink’s securities; (ii) the risk that the proposed transaction
may not be completed by Globalink’s business combination deadline
and the potential failure to obtain an extension of the business
combination deadline if sought by Globalink; (iii) the failure to
satisfy the conditions to the consummation of the proposed
transaction, including the approval of the proposed transactions by
the stockholders of Globalink and shareholders of Alps, the
satisfaction of the minimum cash requirements following redemptions
by Globalink’s public stockholders and the receipt of certain
governmental and regulatory approvals; (iv) the inability to
consummate the PIPE financing; (v) the effect of the announcement
or pendency of the proposed transaction on Alps’ business
relationships, performance, and business generally; (vi) risks that
the proposed transaction disrupts current plans of Alps and
potential difficulties in Alps’ employee retention as a result of
the proposed transaction; (vii) the outcome of any legal
proceedings that may be instituted against Globalink or Alps
related to the Merger Agreement or the proposed transactions;
(viii) the ability to maintain the listing of Globalink’s
securities on the Nasdaq; (ix) the price of Globalink’s securities,
including volatility resulting from changes in the competitive and
highly regulated industries in which Alps plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting Alps’ business and changes in the combined
capital structure; and (x) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in Globalink’s final proxy
statement/information statement/prospectus contained in the Form
S-4, including those under “Risk Factors” therein, the Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by Globalink from time to time with the SEC. If any
of these risks materialize 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 Globalink nor Alps presently know, or that Globalink
or Alps 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 Globalink’s and Alps’ current expectations, plans and
forecasts of future events and views as of the date hereof. 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. You should not place
undue reliance on forward-looking statements in this press release,
which speak only as of the date they are made and are qualified in
their entirety by reference to the cautionary statements herein and
the risk factors of Globalink or Alps described above. Globalink
and Alps anticipate that subsequent events and developments will
cause their assessments to change. However, while Globalink and
Alps may elect to update these forward-looking statements at some
point in the future, they each specifically disclaim any obligation
to do so, except as required by law. These forward-looking
statements should not be relied upon as representing Globalink’s or
Alps’ assessments as of any date subsequent to the date of this
press release.
Contacts
Alps Global Holding BerhadDr.
Tham Seng KongEmail: drtham@alpsemedical.com
Globalink Investment Inc.Lim
Say LeongEmail: sllim@globalinkinvestment.com
Grafico Azioni Globalink Investment (NASDAQ:GLLI)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Globalink Investment (NASDAQ:GLLI)
Storico
Da Nov 2023 a Nov 2024