- M&G to purchase 4 million forward purchase units at a price of $10.00 per unit for an aggregate price of $40 million
- M&G has agreed to provide a backstop commitment of up to $10 million
- M&G agrees not to exercise redemption rights
NEW YORK and TEL AVIV, Israel, March 28, 2022 /PRNewswire/ -- Gesher I Acquisition Corp. ("Gesher" or the "Company") (NASDAQ: GIAC) and M&G (ACS) Japan Equity Fund, an entity managed by M&G Investment Management Limited ("M&G"), entered into an amended and restated forward purchase agreement (the "Amended Forward Purchase Agreement"). The Amended Forward Purchase Agreement amends and restates the forward purchase agreement the Company and M&G had entered into in connection with the Company's initial public offering, the form of which the Company filed with the U.S. Securities and Exchange Commission (the "SEC") on September 2, 2021.
"M&G's additional commitments to Gesher reflect not only a target rich investment environment, but also our confidence in both the Gesher management team and its long-term investment philosophy," stated Carl Vine, Portfolio Manager at M&G.
Pursuant to the Amended Forward Purchase Agreement, the Company will issue and sell to M&G an aggregate of 4,000,000 units (the "Forward Purchase Units") at a purchase price of $10.00 per Forward Purchase Unit, or $40,000,000 in the aggregate, in a private placement to close immediately prior to, or simultaneously with, the closing of an initial business combination.
Additionally, M&G has agreed to provide the Company with up to $10,000,000 of committed capital (the "Backstop Commitment") to backstop redemptions by shareholders of the Company in connection with an initial business combination if certain minimum cash conditions are not met. In exchange for the Backstop Commitment, at the closing of the initial business combination, the Company will issue to M&G 500,000 warrants and up to 1 million ordinary shares depending on the amount of the committed capital drawn, subject to the terms and conditions of the Amended Forward Purchase Agreement and as described in the Company's Current Report on Form 8-K to be filed today.
In connection with the business combination, M&G has unconditionally agreed not to exercise its redemption rights with respect to any of the ordinary shares included in the Forward Purchase Units or issued in connection with the Backstop Commitment or any of the ordinary shares M&G subscribed for in the Company's initial public offering.
"Gesher is honored to have this additional investment from M&G, a prestigious institution with a track record for long-term and responsible investing. The additional capital commitment demonstrates M&G's belief in Gesher's ability to create substantial value by securing the right target company," said Ezra Gardner, CEO of Gesher.
Gesher I Acquisition Corp. is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to initially focus on target businesses located in Israel, particularly those conducting business internationally in Asia, Europe or North America.
The above press release contains statements that constitute "forward-looking statements" under the U.S. federal securities law, including statements regarding a potential future business combination. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management's current expectations, but actual results may differ materially due to various factors, including, but not limited to (i) our ability to complete an initial business combination; (ii) our success in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination; (iii) our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; (iv) our potential ability to obtain additional financing to complete an initial business combination; (v) our pool of prospective target businesses; (vi) the ability of our officers and directors to generate a number of potential investment opportunities; (vii) the potential change in control if we acquire one or more target businesses for stock; (viii) the potential changes in the rules and regulations relating to special purpose acquisition companies; and (ix) the factors described under the heading "Risk Factors" in our prospectus dated October 21, 2021 filed with the SEC, which can be accessed on the EDGAR section of the SEC's website at www.sec.gov. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.