(From left) Wellous’ co-founders Chin and Tan, Kairous CEO Lee and Kairous Capital’s partner See Toh Kean Yaw.
PETALING JAYA: Homegrown Wellous Group Ltd has entered into a definitive merger agreement with special-purpose acquisition company (SPAC) Kairous Acquisition Corp Ltd that will pave the way for Wellous to become a public-listed company on the US Nasdaq market upon the merger completion.
Wellous is a health food and nutrition company that develops, manufactures and markets health and wellness products.
A statement said under the agreement, the merger consideration is valued at US$270mil (RM1.19bil), payable by newly-issued securities of the combined company Wellous Group Holdings Ltd, valued at US$10.10 (RM44.68) per share.
Additional earnout shares may be issuable to Wellous stockholders after closing, upon the achievement of certain trading price-based or profitability targets.
Cash proceeds raised will consist of Kairous’s approximately US$21mil (RM92.9mil) in trust, which is anticipated to support the growth capital needs of Wellous Group Holdings, as well as for the utilisation of general working capital purposes.
Upon completion of the merger initiative, Wellous shareholders are expected to retain a majority of the outstanding shares of the combined company.
The proposed exercise will be overseen by Chardan Capital Markets LLC as merger and acquisition as well as capital markets adviser, with Loeb & Loeb LLP serving as legal adviser to Kairous, while Robinson & Cole LLP is serving as legal adviser to Wellous.
The statement added the board of directors of both Wellous and Kairous had approved the prospective exercise, and anticipate the merger to be completed by the middle of next year.
It is subject to approval by the shareholders of both companies, satisfaction of conditions provided in the merger agreement, including a registration statement in connection with the proposed transaction being declared effective by the US Securities and Exchange Commission.
The proposed exercise has bolstered the optimism of Wellous co-founders Andy Tan and Henry Chin, who said the group is targeting future expansion opportunities in markets which go beyond South-East Asia.
Chin further said the company sees a vast addressable market, totalling approximately US$700bil (RM3.1 trillion) annually by 2027, due to increased demand for food and supplements that provide health benefits tailored to specific individual needs.
Founded in 2016, Wellous began as a homegrown brand focusing on the sharing and harnessing of naturally curated health formulations with its customers. It sources its ingredients naturally from geographically diverse origins.
Aside from being a nutrition firm that aims to provide health food and supplements that meet the expectations of its product users, Wellous also provides its distributing “techpreneur” partners with an innovative, technology-based platform to establish, enhance and expand the company’s and their own relationship with product users.
Meanwhile, Joseph Lee, chief executive officer of SPAC Kairous, termed Wellous as a “hidden gem” because the health supplement producer understands the high-growth consumer wellness and nutrition industry in Asia, and successfully found the right brand story, products and marketing strategy to serve rising middle-income consumers.
“By innovatively leveraging social techpreneurs and supporting them with its proprietary tech stacks, Wellous’ business model is highly scalable across different markets.
“Wellous is a testament to the global investor community that South-East Asia companies are capable of being profitable while maintaining high growth,” said Lee.
He noted the proposed merger could springboard the Wellous brand’s growth and further international recognition.
