AMTD International Inc. (“AMTD International” or the
“Company” or “AMTD IDEA Group”) (NYSE: HKIB; SGX:
HKB), a subsidiary of AMTD Group Company Limited (“AMTD
Group”) and a leading comprehensive financial services focused
conglomerate headquartered in Hong Kong, today announced that it
has entered into share purchase agreements (the “Share Purchase
Agreements”) with certain shareholders of AMTD Digital Inc.
(“AMTD Digital”), including certain strategic investors,
institutional shareholders, and AMTD Group.
Under the terms and conditions of the Share Purchase Agreements,
AMTD International will acquire a majority stake in AMTD Digital.
With the acquisition, AMTD International will encompass a
comprehensive suite of financial services infrastructure and
licences; a one-stop digital solutions’ platform in Asia with
global reach, spanning digital media, contents and marketing,
including L’Officiel Inc SAS being a global fashion media group,
and digital ecosystems comprising of an extensive network of
ecosystem members and alliance partners, all of them working
closely and / or in partnership with AMTD Group to enter into the
Metaverse and deliver our comprehensive one-stop solutions to
encompass financial services, digital tools and channels, art,
culture and entertainment areas etc.
AMTD Digital, currently a subsidiary of AMTD Group, is a
comprehensive one-stop digital solutions platform in Asia. The
Company currently owns 14.4% of the issued and outstanding shares
in AMTD Digital. Pursuant to the Share Purchase Agreements, the
Company will purchase a total of 31,732,000 Class A ordinary shares
and 24,202,000 Class B ordinary shares of AMTD Digital from certain
strategic and institutional shareholders of AMTD Digital, as well
as from AMTD Group, certain affiliates of AMTD Group and an
affiliate of Dr. Calvin Choi, Chairman of AMTD Group, priced at
US$17.75 per AMTD Digital share, representing a company valuation
of AMTD Digital at US$1.2 billion. The total consideration
represents 67,200,330 newly issued Class A ordinary shares and
51,253,702 newly issued Class B ordinary shares of the Company,
priced at US$8.38 per AMTD International share, representing a
pro-forma company valuation of AMTD International with enlarged
shares at approximately US$2.64 billion. Upon the completion of the
transactions under the Share Purchase Agreements, the Company will
own 97.1% of the issued and outstanding shares, and 99.9% of the
total voting power in AMTD Digital.
The transactions tabled under the Share Purchase Agreements are
subject to certain closing conditions and are expected to close in
early 2022, at which time AMTD Digital will become a consolidated
subsidiary of the Company. Upon the completion of the transactions,
Dr. Timothy Tong, Chairman of the Board of Directors of AMTD
Digital, will continue to serve as the Chairman for AMTD Digital,
as a subsidiary of AMTD IDEA Group. In addition, Dr. Tong will join
the Company’s Board of Directors as an independent director.
The Company’s Board of Directors comprising of a majority of
independent directors and Audit Committee consisting solely of
independent and non-conflicted directors approved the Share
Purchase Agreements and the transactions put forward.
Mr. Cai Wensheng, Founder of Longling Capital, a shareholder of
AMTD International, said, “I am so thrilled to witness the
successful launch of the most comprehensive AMTD IDEA Group
comprising of AMTD International, AMTD Digital plus L’Officiel
global. AMTD IDEA embraces financial services, digital
transformation, media and cultural, all bonded together as a
seamless one stop service platform. In my opinion, Web 3.0
represents a critical juncture in human development, which offers
borderless opportunities beyond any boundaries for those who are
well prepared for such tremendous moments!”
Mr. Wei Zhe, Chairman and Founding Partner of Vision Knight
Capital, a shareholder of AMTD International, added, “I am very
pleased that Vision Knight Fund has participated in the growth of
AMTD International at all stages, from its listing in the United
States two years ago to the subsequent dual listing in Singapore,
to today's acquisition of AMTD Digital and L'Officiel, a leading
global fashion media group. The new AMTD IDEA Group has morphed
into a one-stop platform including financial institution license,
digital tools and art culture.”
Dr. Feridun Hamdullahpur, Chairman of the Board of Directors of
the Company, commented, “This important and strategic acquisition
of AMTD Digital will significantly elevate the comprehensive
business and investment platform capability of the entire AMTD
family. This will further demonstrate that the newly consolidated
AMTD IDEA Group’s strengths and influence, and AMTD IDEA will be
much greater than the sum of AMTD International, AMTD Digital and
L’Officiel Inc SAS. This is an exciting moment for the AMTD
Family.”
Dr. Timothy Tong, Chairman of the Board of Directors of AMTD
Digital, commented, “This acquisition by AMTD International, which
is listed on both the NYSE and SGX, will create synergistic
opportunities under a broader umbrella and result in enhanced
values for all stakeholders involved in the transaction.”
Mr. William Fung, Chief Executive Officer of the Company,
commented, “Since the listing of AMTD International on the NYSE in
August 2019, we have seen the world greatly impacted by the still
on-going pandemic and the global financial markets coming under
immense pressure. Changes and adaptation are implemented to the way
we conduct business and manage operations, which are crucial to
maintaining a sustainable business under the ‘new normal.’ More
importantly, digital innovation and transformation are becoming a
necessity. The growth and application of FinTech are leading to
many new business opportunities. The birth of AMTD IDEA Group by
combining the already established AMTD International’s financial
services capabilities and network, with AMTD Digital’s
future-shaping ideas and tools is the natural next progressive
phase, as we strive to continue to innovate and provide enhanced
solutions to the ever-evolving needs of our clients. I am proud and
committed to working seamlessly and collaboratively with the
enlarged management team of AMTD IDEA Group to deliver the best
operational and financial results to the Board, our shareholders
and our staff, as well as the best-in-class innovative services to
our clients and business partners.”
Mr. Mark Lo, Chief Executive Officer of AMTD Digital, commented,
“We believe the acquisition is a highly strategic one and has
served as another major milestone for AMTD, which creates
significant value to both our company and relevant stakeholders,
and establishes our most solid foundation to enter and navigate
successfully in the Metaverse!”
About AMTD International Inc.
AMTD International Inc. (NYSE: HKIB; SGX: HKB) is a premier Hong
Kong-headquartered financial institution group connecting companies
and investors from Asia, including China and Hong Kong as well as
the ASEAN markets with global capital markets. Its comprehensive
one-stop financial service solutions strategy addresses different
clients’ diverse and inter-connected financial needs across all
phases of their life cycles. Leveraging its deep roots in Asia and
its unique eco-system — the “AMTD SpiderNet” — the Company is
uniquely positioned as an active super-connector between clients,
business partners, investee companies, and investors, connecting
the East and the West. For more information, please visit
www.amtdinc.com or follow us on Twitter at “@AMTDGroup.” For the
Company’s announcements, please visit
http://ir.amtdinc.com/News.
Safe Harbor Statement
This press release contains statements that may constitute
“forward-looking” statements pursuant to the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “aims,”
“future,” “intends,” “plans,” “believes,” “estimates,” “likely to,”
and similar statements. Statements that are not historical facts,
including statements about the Company’s beliefs, plans, and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. Further
information regarding these and other risks is included in the
Company’s filings with the SEC. All information provided in this
press release is as of the date of this press release, and the
Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
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