NASDAQ-listed, AGBA Group Holding Limited (“
AGBA”
or the “
Company” or the “
Group”),
previously announced that on April 16, 2024, it entered into a
definitive merger agreement (the “
Merger
Agreement”) to combine AGBA with Triller Corp.
(“
Triller”), a leading Artificial
Intelligence-driven social video platform (together, the
“
Merger” or the “
Transaction”).
Together, this merger represents the next step in AGBA and
Triller’s collective strategic visions in the digital economy.
The Merger represents a distinctive fusion of
social media, content, fintech and healthtech, driven by the
powerful AI capabilities of the Combined Group. This synergy is
exemplified by the exhibit provided below, showcasing the seamless
integration of these key domains.
Together with Triller’s teams, AGBA is expected
to drive the Combined Group in three execution
focuses: (1) Scaling
up to leverage fast-emerging opportunities in a highly favorable
market environment;
(2) Developing
monetization capabilities through advanced technologies and
innovative marketing strategies;
(3) Identifying
and executing strategic acquisitions and partnerships to accelerate
our path towards becoming a global powerhouse in digital media and
financial services.AGBA anticipates its established track record in
development and investing in fintech businesses worldwide will
provide a solid foundation and serves as the fifth pillar to
complement Triller’s existing four pillars of successful businesses
– as illustrated below:
Mr. Wing-Fai Ng, Group President of AGBA
Group Holding Limited stated, “We are confident in
AGBA/Triller’s ability to revolutionize the way people use social
media and digital financial services – tailored to the
ever-changing consumer preference around the world.”
He added “We expect exponential growth in each
of our combined five pillars of businesses in 2024 and 2025. The
recent announcement of Conor McGregor joining Triller's BKFC
ownership team serves as a prime example of the exciting growth
opportunities that lie ahead for all our ventures.”
The latest press release is available on the
Company’s website, please visit www.agba.com/ir
# # #
About AGBA Group:Established in
1993, AGBA Group Holding Limited (NASDAQ: “AGBA”) is a leading
one-stop financial supermarket based in Hong Kong offering the
broadest set of financial services and healthcare products in the
Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led
ecosystem, enabling clients to unlock the choices that best suit
their needs. Trusted by over 400,000 individual and corporate
customers, the Group is organized into four market-leading
businesses: Platform Business, Distribution Business, Healthcare
Business, and Fintech Business.
For more information, please
visit www.agba.com
About Triller Corp:Triller is
the AI-powered open garden technology platform for creators.
Pairing music culture with sports, fashion, entertainment, and
influencers through a 360-degree view of content and technology,
Triller uses proprietary AI technology to push and track content
virally to affiliated and non-affiliated sites and networks,
enabling them to reach millions of additional users. Triller
additionally owns Triller Sports, Bare-Knuckle Fighting
Championship; Amplify.ai, a leading generative AI platform; FITE, a
premier global PPV, AVOD, and SVOD streaming service; and Thuzio, a
leader in B2B premium influencer events and experiences.
For more information,
visit www.triller.co
Investor Relations and Media
Contact:
Ms. Bethany Laimedia@agba.com/ ir@agba.com+852 5529 4500 |
Social Media Channels:
agbagroupLinkedIn | X | Instagram | Facebook | YouTube |
Important Information About the Proposed
Merger and Where to Find It
In connection with the Merger Agreement and the
proposed Merger, AGBA intends to file relevant materials with the
SEC, including a proxy statement on Schedule 14A, which will be
mailed or otherwise disseminated to the shareholders of AGBA as of
the record date established for voting on the proposed transactions
contemplated by the Merger Agreement. The Company may also file
other relevant documents regarding the proposed Merger with the
SEC. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT
SHOULD BE CONSIDERED CONCERNING THE PROPOSED MERGER AND IS NOT
INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER
DECISION IN RESPECT OF THE MERGER. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AGBA ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER AS THEY BECOME AVAILABLE,
INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.Investors and
security holders may obtain free copies of the definitive proxy
statement (if and when available) and other documents that are
filed or will be filed with the SEC by AGBA through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by AGBA will be available free of charge at: AGBA
Group Holding Limited, AGBA Tower, 68 Johnston Road, Wan Chai, Hong
Kong SAR, attention: Mr. Ng Wing Fai, Chief Executive Officer.
Participants in
Solicitation
AGBA and Triller, and their respective directors
and executive officers, may be deemed participants in the
solicitation of proxies from AGBA’s shareholders in respect of the
proposed Merger. AGBA’s shareholders and other interested persons
may obtain more detailed information about the names and interests
of these directors and officers in AGBA’s proxy statement on
Schedule 14A, when it is filed with the SEC. Information about
AGBA’s directors and executive officers and their ownership of AGBA
ordinary shares is set forth in AGBA’s annual report on Form 10-K,
filed with the SEC on March 28, 2024. These documents can be
obtained free of charge from the sources specified above and at the
SEC’s web site at www.sec.gov.
This press release does not contain all the
information that should be considered concerning the Merger and is
not intended to form the basis of any investment decision or any
other decision in respect of the Merger. Before making any voting
or investment decision, investors and security holders are urged to
read AGBA’s proxy statement on Schedule 14A and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed Merger as they become available because they will
contain important information about the proposed Merger.
No Offer or Solicitation
This press release will not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Merger. This press release will
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, as amended, or an exemption therefrom.
Forward-Looking Statements
The information in this press release contains
certain “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the proposed Merger. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result”
and similar expressions, but the absence of these words does not
mean that a statement is not forward-looking. Such statements
include, but are not limited to, statements regarding the proposed
transaction, including the anticipated initial enterprise value,
the benefits of the proposed transaction, integration plans,
anticipated future financial and operating performance and results,
including estimates for growth, and the expected timing of the
transactions. Consequently, you should not rely on these
forward-looking statements as predictions of future events. Many
factors could cause actual future events to differ materially from
the forward-looking statements in this press release, including but
not limited to: (i) the risk that the Merger may not be completed
in a timely manner or at all, which may adversely affect the price
of AGBA’s securities; (ii) the failure to satisfy the conditions to
the consummation of the Merger, including the approval of the
Merger Agreement by the shareholders of AGBA; (iii) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement; (iv) the outcome of any
legal proceedings that may be instituted against any of the parties
to the Merger Agreement following the announcement of the entry
into the Merger Agreement and proposed Merger; (v) the ability of
the parties to recognize the benefits of the Merger Agreement and
the proposed Merger; (vi) the lack of useful financial information
for an accurate estimate of future capital expenditures and future
revenue; (vii) statements regarding Triller’s industry and market
size; (viii) financial condition and performance of Triller,
including the anticipated benefits, the implied enterprise value,
the expected financial impacts of the Merger, the financial
condition, liquidity, results of operations, the products, the
expected future performance and market opportunities of Triller;
(ix) the impact from future regulatory, judicial, and legislative
changes in Triller’s industry; (x) competition from larger
technology companies that have greater resources, technology,
relationships and/or expertise; and (xi) those factors discussed in
AGBA’s filings with the SEC and those that will be contained in the
definitive proxy statement relating to the Merger. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in the “Risk Factors” section
of the definitive proxy statement and other documents to be filed
by AGBA from time to time with the SEC. These filings 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. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while AGBA and
Triller may elect to update these forward-looking statements at
some point in the future, they assume no obligation to update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise, subject to applicable law.
Neither AGBA nor Triller gives any assurance that AGBA, or Triller,
or the combined company, will achieve its expectations.
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