DUBAI, UAE, Nov. 16, 2021 /PRNewswire/ -- Swvl Inc. ("Swvl"
or the "Company"), a global provider of transformative tech-enabled
mass transit solutions, today announced a definitive agreement to
acquire a controlling interest in Viapool, a mass transit platform
currently operating in Buenos Aires,
Argentina and Santiago,
Chile. The acquisition will represent Swvl's launch of a
Latin American marketplace following its pending acquisition of a
controlling interest in mass transit Software as a Service ("SaaS")
platform, Shotl Transportation, S.L. ("Shotl"), which, at
completion, will more than double Swvl's geographic footprint with
the addition of 22 cities across 10 countries. The closing of the
Viapool transaction is subject to customary closing conditions and
is expected to occur in Q1 2022.
Designed for intracity commuting, Viapool fills the gap between
public transportation and private ride hailing alternatives, which
can be prohibitively expensive in emerging markets, offering a
secure, reliable and convenient experience for customers.
Leveraging its proprietary technology stack, which includes mobile
and web applications, APIs, and cloud services, Viapool offers
daily commuters and over 80 corporate clients fixed bus routes that
reduce commute time by approximately 50 percent compared to public
transportation and are up to 60 percent cheaper than private ride
hailing alternatives. Viapool also has a unique first-mover
advantage in LatAm as the only provider of on-demand bus hailing
services in Buenos Aires and
Santiago – two high growth markets
– with definitive plans to expand operations to Lima, Peru in the coming months.
Mostafa Kandil, Swvl Founder
and CEO, said, "LatAm represents a compelling opportunity for
Swvl to continue its global expansion, all the while capitalizing
on unmet commuting needs for hundreds of millions of individuals
living within urban megacities. Viapool shares our vision of
transforming public transportation by making daily commuting more
accessible, convenient and sustainable, and has demonstrated
impressive growth, unit economics and customer traction. By adding
Viapool to the Swvl platform, we will be ideally positioned to
scale our operations to additional cities within the region."
"It is inspiring when you find a team of professionals who are
striving to solve the same problems that we do at Viapool" said
Alejandro Taubas, Viapool Co-Founder. "Daily commuting needs
to be reinvented and together with Swvl we believe that one plus
one can be much more than two. In these times, emerging markets
around the world have much more in common than ever."
Transaction Highlights:
- Creates a strong foothold for Swvl in Latin America which is a key part of its
expansion plan; an attractive entry point ahead of wider expansions
in Brazil and Mexico
- Argentina and Chile each have large total addressable
markets (combined population of over 65m) and attractive unit economics where Viapool
was able to grow rapidly while having positive net income
- Strong relationships with leading OEMs manufacturing locally in
Latin America creating attractive
supply ecosystem
- Adds more than $5m annualized
revenues from >130 vehicles serving >175 routes
Youssef Salem, Swvl CFO,
said, "The acquisition of a controlling interest in Viapool is
expected to be a major milestone in our inorganic growth strategy
following the definitive agreement to acquire a controlling
interest in Shotl. It represents an acquisition of a target which
is growing rapidly and profitably with a blue-chip client base in
attractive markets. The two transactions allow us to create a
strong foothold across Latin
America and Europe to
complement our leading position across the Middle East, Africa and South
Asia and establish a global platform.
Our expansion into Argentina
and Chile is pure upside to our
business plan, and another great example of how Swvl is able to
access significant value creation opportunities well beyond our
current financial projections. These countries provide compelling
upside to our current business plan. We will continue to rapidly
pursue strategic initiatives to further enhance shareholder value
and capitalize on the synergies of our global platform."
Alejo Miragaya, Viapool
Co-Founder, said, "We are excited to start this new chapter
together with the Swvl team. During the pandemic, we redefined
Viapool's mission, with a clear goal of developing a massive new
mobility solution for Latin
America, much more reliable, comfortable, and convenient.
Swvl's landing materializes this desire and paves the way for rapid
growth in the region's major cities. Our vision is to turn Viapool
into the most efficient and intelligent private transport network
community in Latin America."
Following the announcement of Swvl's proposed combination with
Queen's Gambit Growth Capital ("Queen's Gambit") (NASDAQ: GMBT) in
July, the Company has continued to make tremendous strides in
advancing its long-term growth strategy. In addition to appointing
three highly experienced women and technology leaders to the
combined company's Board of Directors upon completion of the
transaction, Swvl has entered into a definitive agreement to
acquire a controlling stake in Shotl, released its first annual ESG
report, and expanded to five new cities in Saudi Arabia.
About Swvl
Swvl is a global tech startup that provides a semi-private
alternative to public transportation for individuals who cannot
afford or access private options. The Company builds parallel mass
transit systems offering intercity, intracity, B2B and B2G
transportation. Swvl's tech-enabled offerings make mobility safer,
more efficient and environmentally friendly, while still ensuring
that it is accessible and affordable for everyone. Customers can
book their rides on an easy-to-use app with varied payment options
and access high-quality private buses and vans that operate
according to fixed routes, stations, times, and prices.
Swvl was co-founded by Mostafa
Kandil, who began his career at Rocket Internet, where he
launched the car sales platform Carmudi in the Philippines, which became the largest car
classifieds company in the country in just six months. He then
served as Rocket Internet's Head of Operations. In 2016, Kandil
joined Careem, a ride-sharing company and the first unicorn in the
Middle East. He supported the
platform's expansion into multiple new markets. Careem is now a
subsidiary of Uber, based in Dubai, with operations across 100 cities and
15 countries.
For additional information about Swvl, please visit
www.swvl.com.
About Viapool
Viapool was created to respond to inefficiencies in mobility in
corporate environments. 10 years ago the company's founders
designed and developed Viapool's first platform that provided
transparency and accuracy in the management of daily transportation
costs per employee.
Viapool is a company whose mission is to provide a simple and
autonomous mobility solution for both passengers and companies.
Through the technology applied, providers (drivers/buses),
passengers, and routes are unified, providing a unique and
customized experience in the concept of B2B mobility.
Viapool was founded in 2010 by Alejo
Miragaya & Alejandro Taubas. It currently operates in
Argentina and Chile,. Over 80 companies rely on their
services every day.
For additional information about Viapool, please
visit www.viapool.com.
Additional Information and Where to Find It
This news release relates to a proposed transaction among Swvl,
Pivotal Holdings Corp, a wholly owned subsidiary of Swvl,
("Holdings") and Queen's Gambit. This news 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 proposed transaction, Holdings filed a registration
statement on Form F-4 (File No. 333-259800) (as amended, the
"Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"), which includes a joint proxy
statement/prospectus. Queen's Gambit and Holdings also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of Queen's Gambit are urged to read the Registration Statement, 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 ARE ADVISED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS
THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders can obtain copies of these documents and other
documents filed with the SEC free of charge at www.sec.gov. The
definitive proxy statement/final prospectus (if and when available)
will be mailed to shareholders of Queen's Gambit as of a record
date to be established for voting on the business combination.
Shareholders of Queen's Gambit will also be able to obtain copies
of the proxy statement/prospectus without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
Queen's Gambit Growth Capital, 55 Hudson Yards, 44th Floor,
New York, New York, 10001.
Participants in the Solicitation
Queen's Gambit, Swvl and Holdings and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Queen's Gambit's shareholders in
connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of the directors and
officers of Holdings, Swvl and Queen's Gambit in the Registration
Statement. Information about Queen's Gambit's directors and
executive officers is also available in Queen's Gambit's Annual
Form 10-K for the fiscal year ended December
31, 2020 and other relevant materials filed with the SEC.
You may obtain a free copy of these documents as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements made herein 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," "predict," "potential," "seem," "seek," "future,"
"outlook" and 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 future events, the proposed business
combination among Swvl, Holdings and Queen's Gambit, the estimated
or anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts.
These statements are based on the current expectations of Swvl
and/or Queen's Gambit'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 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 Swvl and Queen's
Gambit. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions, including but not
limited to the economic and operational disruptions and other
effects of the COVID-19 pandemic; the inability of the parties to
consummate the business combination or the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; the number of
redemption requests made by Queen's Gambit's shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that the
approval of the shareholders of Swvl or Queen's Gambit for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
additional information that may later arise in connection with
preparation of the Registration Statement and proxy materials, or
after the consummation of the business combination as a result of
the limited time Queen's Gambit had to conduct due diligence; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to
execute its growth strategy, manage growth profitably and retain
its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience
as a public company; the lack of, or recent implementation of,
certain policies and procedures to ensure compliance with
applicable laws and regulations, including with respect to
anti-bribery, anti-corruption, and cyber protection; the risk that
Swvl is not able to execute its growth plan, which depends on
rapid, international expansion; the risk that Swvl is unable to
attract and retain consumers and qualified drivers and other high
quality personnel; the risk that Swvl is unable to protect and
enforce its intellectual property rights; the risk that Swvl is
unable to determine rider demand to develop new offerings on its
platform; the difficulty of obtaining required registrations,
licenses, permits or approvals in jurisdictions in which Swvl
currently operates or may in the future operate; the fact that Swvl
currently operates in and intends to expand into jurisdictions that
are, or have been, characterized by political instability, may have
inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect
foreign investment or involvement; the risk that Swvl's drivers
could be classified as employees, workers or quasi-employees in the
jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is
subject to territorial anti-corruption laws in these jurisdictions;
the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the
business combination; costs related to the business combination;
Swvl's pending acquisition of a controlling interest in Shotl may
not be completed as anticipated, or if completed, may not be
beneficial to Swvl as a result of the cost of integrating
geographically disparate operations and the diversion of
management's attention from its existing business, among other
things; and other risks that will be detailed from time to time in
filings with the SEC. The foregoing list of risk factors is
not exhaustive. There may be additional risks that Swvl presently
does not know or that Swvl currently believes are immaterial that
could also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide Swvl's expectations, plans or forecasts of future events
and views as of the date of this communication. Swvl anticipates
that subsequent events and developments will cause Swvl's
assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future,
Swvl specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Swvl's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
No Offer or Solicitation
This news release is for informational purposes only and is not
a "solicitation" as defined in Section 14 of the Securities
Exchange Act of 1934, as amended. This news release is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the business combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer 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.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
Investor.relations@swvl.com
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SOURCE Swvl Inc.