AGBA (NASDAQ:AGBA) announced this afternoon that it has made a few changes to its proposed merger with the five subsidiaries of financial holding company TAG.
As part of today’s amendment, the parties extended the outside closing date from October 31 to December 31. AGBA and TAG also agreed that the aggregate stock consideration less 3% of the holdback shares will be delivered to TAG and will be released at the end of the survival period, provided that AGBA will be entitled to retain some or all of the shares.
Further, the amendment waived the deal’s minimum cash closing condition of $35 million as well as the requirement for a PIPE. AGBA initially brought about $46 million in cash from its current trust into the deal without a PIPE, but at the time of the deal announcement, the SPAC noted that they may later supplement it with one.
The final modification made to the deal provided that TAG agreed to an irrevocable and unconditional undertaking to not distribute the aggregate stock consideration to its ultimate beneficial shareholders.
AGBA announced its $555 million combination with TAG in November 2021. The divisions in question are TAG International, a B2B services company, and its own subdivisions TAG Asset Partners, OnePlatform International, OnePlatform Holdings, and TAG Asia Capital Holdings. These companies, some of which operate in Hong Kong, but are based in the British Virgin Islands, are to be restructured by the transaction into separate B2B and fintech branches.
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