The Week In SPAC News: ProKidney To Merge With Social Capital Suvretta

In SPAC news this week, ProKidney is to become public through Social Capital Suvretta combination.

ProKidney, Social Capital Suvretta Combo

ProKidney has entered into a definitive agreement to become a publicly traded company via a business combination with Social Capital Suvretta Holdings Corp. III (DNAC), a special purpose acquisition company.

The transaction is expected to deliver up to $825 million in gross cash proceeds, including the contribution of up to $250 million of cash held in SCS's trust account, assuming no redemptions by SCS public shareholders, and a fully committed PIPE of $575 million at $10 per share.

These proceeds will be primarily used to fund React's Phase 3 development program, accelerate ProKidney's manufacturing buildout, and ultimately prepare for the global commercial launch of React.

The PIPE is led by a $125 million contribution from Social Capital, with an additional $50 million from ProKidney's existing investors, approximately $30 million from Suvretta Capital's Averill strategy with the remaining $370 million coming from institutional investors and family offices.

Existing ProKidney equity holders will roll 100% of their equity into the combined company and will be eligible to receive up to 17.5 million additional SCS shares pursuant to an earnout based on ProKidney's future stock performance.

Existing ProKidney shareholders and management have also committed to lock up 50% of their equity interests until the earlier of five years or regulatory market authorization, including full or conditional authorization, to market its lead product candidate, React, subject to certain customary exceptions.

Upon closing of the transaction, the combined company will trade on the Nasdaq under the symbol 'PROK.' The transaction, which has been approved by the boards of directors of both SCS and ProKidney and ProKidney's equity holders, is expected to close in the third quarter of 2022 and is subject to approval by SCS's shareholders and other customary closing conditions.

Lottery Operator Allwyn in SPAC Deal 

Allwyn Entertainment, a multinational lottery operator, announced its intention to become a publicly-listed company on the NYSE in partnership with NYSE-listed Cohn Robbins (CRHC), resulting in an expected total enterprise value for Allwyn of approximately $9.3 billion. The transaction provides CRHC shareholders the opportunity to establish ownership stakes at a maximum enterprise value of approximately $8.7 billion.

CRHC is co-chaired by its co-founders, Gary Cohn and Clifton Robbins. The company has identified new market opportunities in Europe and the United States, via potential acquisitions and license tenders, in markets that represent approximately EUR 129 billion in estimated 2022 lottery wagers.

Current Allwyn equity holders are expected to retain approximately 83% ownership in the company, and no new shareholder of the company will own a stake of more than 5% immediately following the transaction. Allwyn's expected implied pro forma total enterprise value of approximately $9.3 billion represents approximately 11.5x 2022E adjusted EBITDA.

However, due to a bonus pool of up to approximately 6.6 million CRHC shares to be made available exclusively to non-redeeming CRHC shareholders, such shareholders have the opportunity to establish ownership stakes at a maximum expected effective valuation multiple of 10.8x 2022E adjusted EBITDA, or approximately $8.7 billion in total enterprise value.

Bonus shares forfeited by redeeming shareholders will be distributed to non-redeeming shareholders on a pro-rata basis, which is variable based on a range of exchange ratios for shares held by non-redeeming shareholders of between 1.08x and 1.40x, to be determined based on redemptions.

Assuming a price of $10.00 per share of CRHC common stock at the closing of the transaction, non-redeeming CRHC shareholders would receive, in exchange for each share of CRHC common stock held, shares of the post-combination company with value equating to between $10.80 and $14.00.

CRHC, a special purpose acquisition company, holds approximately $828 million of cash in trust. Concurrent with the consummation of the proposed transaction, investors have committed to purchase more than $350 million of securities of the combined company. The PIPE investment includes participation from a group of international investors, including $50 million from CRHC's sponsor entity.

The proposed transaction, which has been unanimously approved by both the board of directors of Allwyn and the board of directors of CRHC, is expected to close in Q2 of 2022, subject to approval by CRHC's stockholders, gaming regulatory approvals and other customary closing conditions. Upon closing, Robbins will join Allwyn's board of directors and Cohn will serve as a special advisor to Allwyn's board chairman.

Vistas, Anghami Deal Approved by Holders 

Anghami and Vistas Media Acquisition Company (VMAC) announced that in a special meeting on Jan. 19, 2022, VMAC's shareholders voted to approve its proposed business combination with Anghami. Approximately 98% of the votes cast at the meeting were in favor of the Business Combination.

The Business Combination is expected to close upon satisfaction of the closing conditions. Following the closing of the Business Combination, the common stock and warrants of the surviving company are expected to begin trading on the Nasdaq under the tickers 'ANGH' and 'ANGHW,' respectively.

SPAC IPOs This Week

  • HCM Acquisition (HCMA) opened on Jan. 21 at $10. The company intends to focus on identifying businesses which "provide disruptive technology or innovations within the financial services industry." The company's efforts "will be focused on acquiring established businesses that it believes are fundamentally sound, but in need of assistance to maximize their potential value," HCM said.
  • Heartland Media Acquisition (HMA) opened on Jan. 21 at $10. The company intends to focus on businesses in the media, entertainment, and sports sectors. BofA Securities and Moelis & Company are acting as the joint book-running managers for the offering.
  • DUET Acquisition (DUET) opened on Jan. 20 at $9.97. The company intends to focus its search on industries that complement its management team's background and capitalize on the ability and experience of its management team.
  • AIB Acquisition (AIBB) opened on Jan. 19 at $9.99.
  • Technology & Telecommunication Acquisition (TETE) opened on Jan. 18 at $10. The company intends to focus its search on companies in the technology and telecommunications sector in Malaysia.

Disclosure: None

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