2022-12-08 10:10:26 PPHP PHP Ventures Acquisition
Modulex
12/08/22 12/0810:10 12/08/2210:10 | PHP Ventures Acquisition, Modulex enter business combination agreementModulex Modular Buildings and PHP Ventures Acquisition announced the signing of a definitive business combination agreement. After the closing of the transactions contemplated in the BCA, Modulex will become a publicly listed company and PHP will become a subsidiary of Modulex. Modulex expects to be listed on the Nasdaq Capital Market under the symbol "MDLX." The Combined Company would have an approximate post-transaction equity market capitalization of $723 million assuming a $10.00 per share price and no redemptions by PHP stockholders and completion of an additional $30 million of financing. Pursuant to the terms of the Business Combination Agreement, at closing of the Transactions, the following is expected to occur: a newly-organized, wholly-owned subsidiary of Modulex will merge into PHP resulting in PHP becoming a wholly-owned subsidiary of Modulex, Modulex will register as a publicly traded company and parent of PHP, Modulex's existing shares will be split to facilitate a fully diluted value per Modulex share of $10, and PHP's common stock and warrants to purchase PHP common stock will be exchanged on a one-for-one basis for Modulex Ordinary Shares and warrants to purchase Modulex Ordinary Shares, respectively. Prior to the closing of the BCA, but subject to the completion of the Merger, Modulex will effect a recapitalization of its outstanding equity securities so that the pre-Merger holders of Modulex Ordinary Shares, options and warrants to acquire Modulex Ordinary Shares will have shares valued at $10.00 per share and having a total value of $600 million, which does not include any shares issued as part of any pre-transaction rounds of financing in Modulex. This will result in the pre-Merger and pre-financing Modulex shareholders holding approximately 86.21% post transaction undiluted Modulex Ordinary Shares, assuming no redemptions by PHP shareholders, and other assumptions to be set forth in a registration statement to be filed by Modulex on Form F-4 with the U.S. Securities and Exchange Commission. All pre-Merger directors, officers and founding shareholders of Modulex Ordinary Shares will be subject to a lockup of 90% of their shares for a period ending three years from the closing of the merger. Additionally, minority shareholders of Modulex will be subject to a lockup of 90% of their shares for a period of two years from the closing date of the merger. The closing of this proposed Transactions is subject to agreement to these lockups by 90% of the minority shareholders and founding shareholders, respectively, which term may be amended or waived by PHP at their sole discretion. In addition to the $58 million held in PHP's trust accoun, proceeds to the Combined Company in the proposed business combination for PHP and Modulex would potentially include up to US$30 million in pre-transaction financing, a PIPE, or other alternatives. The final amount of any pre-transaction financing, or financing in connection with the proposed Business Combination, if any, to be raised is by mutual agreement and dependent on market conditions, and related terms, if any, have not been finalized. The Combined Company is expected to receive net proceeds after the US$30 million financing of approximately US$82.5 million assuming no redemptions and after transaction-related expenses of approximately US$5.6 million. Use of net proceeds, among other things, is expected to fund development for organic growth and expansion, including funding for five factories across South Korea, Vietnam, Brazil, Egypt and the U.S. and positions Modulex to roll out a further 15 factories across emerging markets, and for working capital. The Business Combination has been unanimously approved by the boards of directors of both PHP and Modulex, and is expected to close in the second quarter of 2023, subject to review and approval by the SEC of the Registration Statement to be filed with the SEC, regulatory and stockholder approvals and other customary closing conditions set forth in the BCA. The group may seek up to US$30 million in pre-transaction financing, a PIPE, or other financing alternatives prior to the closing of the Business Combination with a transaction structure yet to be determined. The closing of the Business Combination has no minimum closing condition. PHP Ventures Acquisition
Modulex
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