About FENIX360
FENIX360 is an artist-centric, multi-genre social media platform that has been created to help independent artists and creatives monetize their art much more lucratively. Developed by a core team of founders and senior executives with deep passion, insight and experience in the worlds of music, art and advertising, FENIX360 reflects their passion and dedication to economically invigorate the creative landscape with the knowledge that success of the FENIX360 model can greatly enhance returns for artists and stakeholders and provide greater satisfaction for fans and users.
“The unique value proposition of FENIX360 as a hyper-agile and asset-light engagement platform with lucrative rewards for artists and fans alike provides both FENIX360 and DUET an unparalleled opportunity to reshape the creative and media space. Tapping into the substantial digital advertising and digital commerce ecosystem will bolster FENIX360’s revenue generation abilities,” said Dharmendra Magasvaran, Co-Chief Executive Officer of DUET.
FENIX360’s Chief Executive Officer, Allan Klepfisz, commented: “We are very pleased that this transaction and the consequent planned NASDAQ listing of FENIX360 should allow us to accelerate our global ambitions. In the coming months, as we activate artists and fans in each market and deliver greatly enhanced income for artists and a much more engaging platform for fans, we would like to believe that we will become unstoppable.”
Transaction Overview
The Transaction values FENIX360 at a $610 million enterprise value. The Transaction, which has been unanimously approved by the boards of directors of FENIX360 and DUET, is subject to approval by DUET’s stockholders and other customary closing conditions, including the receipt of certain regulatory approvals.
Additional information about the Transaction, including a copy of the Business Combination Agreement, will be available in a Current Report on Form 8-K to be filed by DUET with the U.S. Securities and Exchange Commission (the “SEC”), which will be available at www.sec.gov.
Legal Advisors
Nelson Mullins Riley & Scarborough LLP serves as legal counsel to DUET in the Transaction. Lucosky Brookman LLP serves as legal counsel to FENIX360 in the Transaction.
About DUET Acquisition Corp.
DUET (NASDAQ: DUET) is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. DUET was formed to effect a business combination with middle market “enabling technology” businesses or assets with a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation.
DUET’s Co-CEO, Dharmendra Magasvaran, has deep experience in the media and entertainment industry as well as the consulting, digital and technology domains. DUET’s CFO, Lee Keat Hin, is an experienced senior consultant in merger & acquisition activities. To learn more, visit www.duet-corp.com.
Additional Information and Where to Find It
Additional information about the Transaction, including a copy of the Business Combination Agreement, will be available in a Current Report on Form 8-K to be filed by DUET with the SEC, as noted above. Additionally, in connection with the Transaction, DUET intends to file relevant materials with the SEC, including a registration statement on Form F-4, which will include a preliminary proxy statement/prospectus of DUET, and other documents regarding the Transaction. DUET’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, any amendments thereto, the definitive proxy statement/prospectus, and any other documents filed in connection with the Transaction, as these materials will contain important information about FENIX360, DUET, and the Transaction. Promptly after the registration statement on Form F-4 is declared effective by the SEC, DUET will mail the definitive proxy statement/prospectus and a proxy card to each DUET stockholder entitled to vote at the meeting relating to the approval of the Transaction and other proposals set forth in the definitive proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of DUET are urged to carefully read the entire registration statement, the preliminary proxy statement/prospectus, any amendments thereto, the definitive proxy statement/prospectus, and any other documents filed in connection with the Transaction, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Transaction. The documents filed by DUET with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to DUET Acquisition Corp., V03-11-02, Designer Office, V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia 55100.
Participants in the Solicitation
DUET and its directors and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the Transaction. A list of the names of those directors and executive officers and a description of their interests in DUET will be included in the proxy statement/prospectus for the Transaction when available at www.sec.gov. Information regarding DUET’s directors and executive officers is contained in DUET’s Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Transaction may be obtained by reading the preliminary and definitive proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.
FENIX360 and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of DUET in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be included in the proxy statement/prospectus for the Transaction.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of the Transaction, DUET’s ability to consummate the Transaction on the stated timeline, FENIX360’s use of proceeds from the Transaction, the benefits of the Transaction, anticipated timing of the Transaction, and the combined company’s future performance relative to other social media and artist-centric media companies, the combined company’s strategy, operations, growth plans and objectives of management, FENIX360’s market expansion, and the combined company’s future products and services are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of DUET and FENIX360 and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DUET or FENIX360. Potential risks, uncertainties and other important factors that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: the inability of the parties to successfully or timely consummate the Transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Transaction or that the approval of the stockholders of DUET or FENIX360 is not obtained; the inability to complete a PIPE offering in connection with the Transaction; the ability to maintain the listing of the DUET’s securities on Nasdaq Global Market; the amount of redemption requests made by DUET’s stockholders; failure to realize the anticipated benefits of the Transaction; risk relating to the uncertainty of the projected financial information with respect to FENIX360; FENIX360’s exposure to litigation claims and other loss contingencies; FENIX360’s exposure to contingent liabilities related to its proposed Token rescission plan; the combined company’s ability to implement its business strategy; the combined company’s ability to maintain, protect, and enhance its brand and protect its intellectual property; the combined company’s ability to attract prospective users and artists and retain existing users and artists; competition for users and artists, user and artist engagement time, and advertisers; the ability to generate revenues from different types of artist-generated content and services on the engagement platform; payment-related risks; the combined company’s ability to accurately estimate user metrics and other estimates; potential disputes or liabilities associated with content made available on the combined company’s engagement platform including assertions of infringement of intellectual property rights; dependence upon third-party licenses should the combined company allow streaming; the combined company’s lack of control over third-party content providers who are concentrated and can unilaterally affect access to content; the combined company’s ability to comply with complex license agreements; the limitations on the combined company’s operating flexibility due to financial commitments required under any potential license agreement; the dependence of the combined company’s content and streaming offerings on operating systems, online platforms, hardware, networks, regulations, and standards that the combined company would not control; the ability to maintain user data security and prevent breaches to the combined company’s information systems; undetected errors, bugs or vulnerabilities in any potential products; interruptions, delays, or discontinuations in service arising from the combined company’s systems or systems of third parties; the ability to manage and remediate attempts to manipulate streams or other forms of artist engagement and content and attempts to gain or provide unauthorized access to certain features of the combined company’s engagement platform; changes in domestic and foreign business, market, financial, political and legal conditions; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; changes in governmental regulation; fluctuations in foreign currency; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. The foregoing list of potential risks and uncertainties is not exhaustive. More information on potential factors that could affect DUET’s or FENIX360’s financial results is included from time to time in DUET’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the other documents the DUET has filed, or will file, with the SEC, including a registration statement on Form F-4 that will include the proxy statement/prospectus that DUET intends to file with the SEC in connection with DUET’s solicitation of proxies for the special meeting of stockholders to be held to approve, among other things, the Transaction. If any of these risks materialize or DUET’s or FENIX360’s assumptions prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DUET nor FENIX360 presently know, or that DUET and FENIX360 currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DUET’s and FENIX360’s expectations, plans or forecasts of future events and views as of the date of this press release. Neither DUET nor FENIX360 gives assurance that either DUET or FENIX360, or the combined company, will achieve its expectations. DUET and FENIX360 anticipate that subsequent events and developments will cause their assessments to change. However, while DUET and FENIX360 may elect to update these forward-looking statements at some point in the future, DUET and FENIX360 specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing DUET’s or FENIX360’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact:
Dharmendra Magasvaran
Co-Chief Executive Officer
Email: [email protected]
Phone: Skype +1- 786 753 7867/+60 11-5695 7895
Pursuant to the LOI, the DUET will acquire 100% of the outstanding equity interests of Fenix in a proposed business combination (the “Proposed Business Combination”). Consummation of the Proposed Business Combination shall be subject to the execution of a mutually satisfactory definitive business combination agreement by DUET and Fenix (a “Definitive Agreement”).
Pursuant to the LOI, the total consideration to be provided to Fenix’s equity holders (including holders of stock options) in the Proposed Business Combination will be $600,000,000, or such other amount as agreed to by the parties and confirmed by the independent fairness opinion provider, and approved by the board of the DUET. Pursuant to the LOI, the parties have agreed to work exclusively with each other, and not to entertain other proposals and opportunities until the earlier of the signing of a Definitive Agreement or the expiration of the LOI. The LOI also includes customary provisions related to confidentiality and expenses.
DUET expects to announce additional details regarding the Proposed Business Combination when a Definitive Agreement is executed. Completion of the Proposed Business Combination will be subject to, among other matters, the completion of due diligence, the negotiation of a Definitive Agreement, satisfaction of the conditions negotiated therein and requisite approval of the Proposed Business Transaction by board and stockholders of the Company and Fenix, as applicable.
“The successful acquisition of Fenix will give DUET an attractive opportunity to transform the creative & media space and tap into digital advertising and digital commerce market opportunities. The disruptive potential of Fenix to become a leader in the creative and media space, for artists and fans alike, is indeed exciting.” said Dharmendra Magasvaran, Co-Chief Executive Officer of DUET. “We believe this strategic transaction that focuses on the combined strengths of each organization will provide a competitive advantage through the deep industry, business and technology experiences across both DUET and Fenix.
Fenix’s Chief Executive Officer, Allan Klepfisz, commented: “We are very pleased that this transaction and the consequent planned NASDAQ listing of Fenix360 should better position us to fulfil our serious ambitions. Our focus is to greatly enhance the income, as well as the reach and control of artists while providing a more engaging platform for fans and users.”
About Fenix 360 Pte Ltd
FENIX360 is an artist centric, multi genre social media platform that has been created to help independent artists and creatives monetize their art much more lucratively.
Developed by a core team of founders and senior executives, who have deep insight and experience in the worlds of music, art and advertising, FENIX360 reflects their passion and dedication to economically invigorate the creative landscape in the knowledge that success of the Fenix 360 model can produce greatly enhanced returns for artists and stakeholders and greater satisfaction for fans & users.
About DUET Acquisition Corp.
DUET (NASDAQ: DUET) is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. DUET was formed to effect a business combination with middle market “enabling technology” businesses or assets with a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation.
DUET’s Co-CEO, Dharmendra Magasvaran has deep experience in the media and entertainment industry as well as the consulting, digital and technology domains. DUET’s CFO, Lee Keat Hin is an experienced senior consultant in merger & acquisition activities. To learn more, visit www.duet-corp.com.
Additional Information and Where to Find It
If a legally binding Definitive Agreement with respect to the Proposed Business Combination is executed, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to the Company’s stockholders as of a record date to be established for voting on the Proposed Business Combination. The Company may also file other relevant documents regarding the Proposed Business Combination with the SEC. Stockholders will also be able to obtain copies of the registration statement and the preliminary and definitive Proxy Statement/Prospectus (if and when available) and all other relevant documents that are filed or that will be filed with the SEC by the Company, without charge, at the SEC’s website at www.sec.gov or by directing a request to: DUET Acquisition Corp., V03-11-02, Designer Office, V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia 55100.
This communication may be deemed to be offering or solicitation material in respect of the Proposed Business Combination, which will be submitted to the Company’s stockholders for their consideration. The Company urges investors, stockholders, and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed or that will be filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before making any investment or voting decision with respect to the Proposed Business Combination, because these documents will contain important information about the Company, Fenix, and the Proposed Business Combination.
No Offer or Solicitation
This release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the Proposed Business Combination related matters. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Proposed Business Combination may be obtained by reading the preliminary and definitive Proxy Statement/Prospectus and other relevant documents filed with the SEC when they become available.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; risks that one or more conditions to closing of the Proposed Business Combination may not be satisfied within the expected timeframe or at all or that the closing of the Proposed Business Combination will not occur; the outcome of any current legal proceedings or future legal proceedings that may be instituted against the parties or others, including proceedings related to the Proposed Business Combination documents; the occurrence of any event, change or other circumstance or condition that could give rise to the termination or abandonment of the Proposed Business Combination; unanticipated difficulties or expenditures relating to the Proposed Business Combination; potential difficulties in employee retention as a result of the announcement and pendency of the Proposed Business Combination; whether the combined business of DUET and Fenix will be successful; and those risks detailed in DUET’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. DUET undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Contact:
Dharmendra Magasvaran
Co-Chief Executive Officer
Email: [email protected]
Phone: Skype +1-786753-7868/+60 11-5695 7895
DUET’s stockholders, at a virtual special meeting of stockholders held on April 19, 2023, approved amendments to DUET’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and DUET’s Investment Management Trust Agreement dated January 19, 2022 with Continental (the “Trust Agreement Amendment”) to change how DUET can obtain extensions to the previously applicable April 24, 2023 deadline to complete its initial business combination. Prior to the amendments, DUET could obtain one 3-month extension by depositing $862,500 into its Trust Account by the deadline applicable prior to the extension. The amendments allow DUET to instead obtain up to nine one-month extensions by depositing the lesser of (i) $175,000 or (ii) $0.055 per outstanding public share per extension into the Trust Account by the deadline applicable prior to the extension.
The Charter Amendment triggered a right of DUET’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account. Holders of 3,580,986 public shares properly requested redemption leaving 5,044,014 public shares outstanding. After payment of the redemption price to the redeeming public stockholders of approximately $10.38 per share for an aggregate of approximately $37.2 million, DUET will have approximately $52.4 million left in its Trust Account.
As a consequence of adoption of the Charter Amendment and the Trust Agreement Amendment and the redemptions, DUET can now obtain up to nine one-month extensions to the deadline to complete its initial business combination at a cost of the lesser of (i) $175,000 or (ii) $0.055 per outstanding public share per extension. In connection with the amendments, DUET notified Continental that it was exercising its right to obtain the first extension and deposited $175,000 into the Trust Account.
The Charter Amendment, Trust Agreement Amendment, and the first extension described above will provide DUET with additional time to complete a business combination.
About DUET Acquisition Corp.
DUET Acquisition Corp. is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. DUET was formed to effect a business combination with middle market “enabling technology” businesses or assets with a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation (RPA).
DUET’s chairman, Larry Gan Nyap Liou has extensive experience as an active and strategic investor in eCommerce and digital enterprises. DUET’s Co-CEOs, Dharmendra Magasvaran and Yeoh Oon Lai have deep experience in consulting, digital business and operational experience in the consumer industry respectively.
To learn more, visit www.duet-corp.com.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements, including those set forth in the Risk Factors section of the Company’s proxy statement filed on March 24, 2023 with the SEC. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of DUET and are not predictions of actual performance.
Contact:
Larry Gan Nyap Liou
Chairman of the Board
Email: [email protected]
Phone: +60 3-9201 1087/+60 11-5695 7895
About DUET Acquisition Corp.
DUET Acquisition Corp. is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. DUET was formed to effect a business combination with middle market “enabling technology” businesses or assets with a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation (RPA).
DUET’s chairman, Larry Gan Nyap Liou has extensive experience as an active and strategic investor in eCommerce and digital enterprises. DUET’s Co-CEOs, Dharmendra Magasvaran and Yeoh Oon Lai have deep experience in consulting, digital business and operational experience in the consumer industry respectively.
To learn more, visit www.duet-corp.com.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of DUET’s initial business combination and search for a business combination target. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of DUET and are not predictions of actual performance.
Contact:
Larry Gan Nyap Liou
Chairman of the Board
Email: [email protected]
Phone: +60 3-9201 1087/+60 11-5695 7895
July 25, 2022 08:30 AM Eastern Daylight Time
MARBELLA, Spain & KUALA LUMPUR, Malaysia–(BUSINESS WIRE)–Anteco Systems, S.L. (“AnyTech365” or “the Company”), a leader in IT security and support, and DUET Acquisition Corp. (NASDAQ: DUET, DUETW, DUETU) (“DUET”), a special purpose acquisition company focused on disruptive high-growth, middle market technology companies, announced today that they have entered into a definitive business combination agreement (the “Transaction”) that will result in AnyTech365 becoming a publicly traded company. The Transaction is expected to be completed in the fourth quarter of 2022, subject to regulatory approvals and other customary closing conditions. After closing, AnyTech365 expects to trade on NASDAQ under ticker symbol ANYT.
AnyTech365: An Efficient, Customer-First Approach to IT Security and Support
Founded in 2014, AnyTech365 offers subscription-based Technical Support as a Service (“TSaaS”), covering everything from IoT home devices to PC and software related issues. As cybersecurity rises in prominence and IT devices and software become increasingly complex systems for consumers and small businesses to navigate, AnyTech365 is simplifying the user experience, offering reliable and trustworthy support around the clock.
As a one-stop-shop, AnyTech365 addresses consumer tech issues in an efficient and comprehensive manner with both support service and extensive product features. Customers can choose from tiered subscription-based packages, which include around the clock access to the Company’s qualified technicians with extensive IoT knowledge. In addition, the Company offers best-in-class IT security technology leveraging artificial intelligence to proactively prevent cybersecurity threats combined with a fully compliant internal procedure certified by AppEsteem®.
AnyTech365 intends to use the proceeds from the transaction to accelerate its growth strategy, including expanding its core business to meet increased demand, accelerating its strategic partnership with Media Markt, and pursuing strategic acquisitions.
Capitalizing on Favorable Market Tailwinds: The growing complexity of IoT technologies, alongside increased cybersecurity risk, has made it an opportune time for AnyTech365 to expand its legacy TSaaS business. With the devices with which we interact every day becoming increasingly complex and connected and digital operations migrating to the cloud, small businesses and consumers are increasingly looking for high-quality technical support. AnyTech365’s customer-first service offering is uniquely positioned to capitalize on the rising demand stemming from these trends. With a strong existing B2C presence and market resonance, the Company also has a tremendous opportunity to extend B2B applications serving small and medium enterprises across expanded end markets and geographies.
Expanding Strategic Partnerships: AnyTech365 is poised to scale its reach throughout Europe by expanding its recently announced partnership with Media Markt, Europe’s largest electronic retailer with over 1,000 stores and a leading ecommerce platform. The agreement will allow AnyTech365 to position technical personnel at each of Media Markt’s more than 100 stores in Spain to provide on-site technical support to customers and the opportunity to introduce the Company’s TSaaS services. Beyond Spain, the partnership is expected to roll out across additional EU territories where Media Markt operates.
Pursuing Complementary Acquisitions: The strong demand for TSaaS and the fragmented market presents a considerable opportunity for AnyTech365 to rapidly expand its service offerings and capabilities across end markets and geographies. With an industry leading compliance platform and scalable AI systems, AnyTech365 is positioned to achieve greater reach through consolidation in this nascent and fast-growing environment.
Management Comments
Janus Nielsen, Founder of AnyTech365, and Tero Turunen, Executive Chairman, said:
“Since our founding, AnyTech365 has been focused on simplifying the IT security and support industry for consumers who are overwhelmed by the complexity and noise of the space. We understand the frustration that consumers feel, which is why we set out to create a one-point solution for exceptional service and first-class IT security technology. Our recently announced partnership with Media Markt, coupled with the heightened degree of cybersecurity risk across the globe, has created a favorable environment for us to accelerate our growth. This merger with DUET will provide us with greater opportunity to capitalize on our momentum, expand our offerings, and take advantage of improved access to capital markets. DUET’s expertise in high-growth, disruptive technologies make them an ideal partner to take AnyTech365 through its next phase of growth and we look forward to working with them as strategic investors.”
Yeoh Oon Lai and Dharmendra Magasvaran, Co-CEOs of DUET, said:
“We launched DUET with the intention of finding a disruptive change-maker technology enterprise and have found an ideal partner in AnyTech365. The Company is reimagining customer care, disrupting the complex IT support industry, and providing consumers with a reliable and trustworthy partner. This business combination will accelerate AnyTech365’s ability to scale effectively and expand its service offerings across Europe and into new geographies. We are excited to partner with Tero, Janus, and the entire AnyTech365 team.”
Transaction Overview
The business combination values AnyTech365 at a $200 million enterprise value and at a pro forma market capitalization of approximately $287 million, assuming a $10.00 per share price and no redemptions by DUET stockholders. The transaction will provide a minimum of $77.1 million of net proceeds to the company after payment of transaction expenses, assuming no redemptions.
The transaction, which has been unanimously approved by the Boards of Directors of AnyTech365 and DUET, is subject to approval by DUET’s stockholders and other customary closing conditions, including the receipt of certain regulatory approvals.
Additional information about the proposed transaction, including a copy of the merger agreement, will be available in a Current Report on Form 8-K to be filed by DUET with the U.S. Securities and Exchange Commission (the “SEC”) and at www.sec.gov.
Advisors
ARC Group Limited is serving as sole M&A advisor, Riveron is serving as financial advisor to AnyTech365, and Arthur Cox LLP is serving as legal counsel on the transaction. Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to DUET.
About AnyTech365
Founded in 2014 and headquartered in Marbella, Spain, AnyTech365 is a leading European IT Security and Support company helping end users and small businesses have a worry-free experience with all things tech. With 420 employees and offices in Marbella and Torremolinos (Spain), Casablanca (Morocco), Copenhagen (Denmark), and San Francisco (California, US), the Company offers an array of European native-speaking talent to help service client needs in more than 25 countries in Europe and across the world in 15+ different languages. Our qualified technicians are available 24/7, 365 days a year, providing fast technical support to help with practically any issues that users may experience with their PC, laptop, smartphone, wearable technology, smart home devices or any Internet-connected device.
To learn more, visit www.anytech365.com.
About DUET Acquisition Corp.
DUET Acquisition Corp. is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. DUET was formed to effect a business combination with middle market “enabling technology” businesses or assets with a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation (RPA).
DUET’s chairman, Larry Gan Nyap Liou has extensive experience as an active and strategic investor in eCommerce and digital enterprises. DUET’s Co-CEOs, Dharmendra Magasvaran and Yeoh Oon Lai have deep experience in consulting, digital business and operational experience in the consumer industry respectively.
To learn more, visit www.duet-corp.com.
Additional Information
For additional information on the proposed business combination transaction, see DUET’s Current Report on Form 8-K, which was filed concurrently with this press release. In connection with the proposed business combination transaction, DUET intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4, which will include a proxy statement/prospectus of DUET, and other documents regarding the proposed business combination transaction. DUET’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination transaction, as these materials will contain important information about AnyTech365, DUET, and the proposed business combination transaction. Promptly after the Form S-4 is declared effective by the SEC, DUET will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of DUET are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination transaction. The documents filed by DUET with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, (Commission File No: 001-41237), or by directing a request to DUET Acquisition Corp., V03-11-02, Designer Office, V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia 55100.
Participants in the Solicitation
DUET and its directors and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in DUET will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about DUET’s directors and executive officers and their ownership of DUET common stock is set forth in DUET’s prospectus, dated January 19, 2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
AnyTech365 and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of DUET in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of DUET’s proposed business combination with AnyTech365, DUET’s ability to consummate the proposed transaction on the stated timeline, AnyTech365’s use of proceeds from the proposed transaction, the benefits of the transaction, anticipated timing of the proposed business combination, and the combined company’s future performance relative to other IT Security and Support companies, the combined company’s strategy, operations, growth plans and objectives of management, the growth of the IT Security and Support sector, AnyTech365’s market expansion, and the combined company’s future products and services are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of DUET and AnyTech365 and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DUET or AnyTech365. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of DUET or AnyTech365 is not obtained; the inability to complete a PIPE offering in connection with the proposed business combination; failure to realize the anticipated benefits of the proposed business combination; risk relating to the uncertainty of the projected financial information with respect to AnyTech365; the amount of redemption requests made by DUET’s shareholders; the overall level of consumer demand for AnyTech365’s products and services; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the ability to maintain the listing of DUET’s securities on the NASDAQ; AnyTech365’s ability to implement its business strategy; changes in governmental regulation, AnyTech365’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to AnyTech365’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of AnyTech365’s suppliers, as well as consumer demand for its products and services, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on AnyTech365 and its suppliers and customers; AnyTech365’s ability to recruit and retain qualified personnel to deliver their services; any breaches of, or interruptions in, AnyTech365’s information systems; fluctuations in foreign currency ; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. The foregoing list of potential risks and uncertainties is not exhaustive. More information on potential factors that could affect DUET’s or AnyTech365’s financial results is included from time to time in DUET’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the other documents DUET has filed, or will file, with the SEC, including a registration statement on Form S-4 that will include proxy statements/prospectus that DUET intends to file with the SEC in connection with DUET’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or DUET’s or AnyTech365’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DUET nor AnyTech365 presently know, or that DUET and AnyTech365 currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DUET’s and AnyTech365’s expectations, plans or forecasts of future events and views as of the date of this press release. Neither DUET nor AnyTech365 gives assurance that either DUET or AnyTech365, or the combined company, will achieve its expectations. DUET and AnyTech365 anticipate that subsequent events and developments will cause their assessments to change. However, while DUET and AnyTech365 may elect to update these forward-looking statements at some point in the future, DUET and AnyTech365 specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing DUET’s or AnyTech365’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Investor Relations & Media:
FTI Consulting
[email protected]
KUALA LUMPUR, MALAYSIA, March 16, 2022 (GLOBE NEWSWIRE) — DUET Acquisition Corp. (Nasdaq: DUETU) (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, today announced that holders of the units sold in the Company’s initial public offering of 8,625,000 units completed on January 24, 2022, may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about March 14, 2022. Holders of units will need to have their broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants. Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “DUETU,” and the Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “DUET” and “DUETW,” respectively.
The securities described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-261494) that was originally filed with the Securities and Exchange Commission (“SEC”) on December 3, 2021, and declared effective on January 19, 2022. The offering was made only by means of a prospectus, copies of which may be obtained from: EF Hutton, division of Benchmark Investments, LLC, 590 Madison Ave, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 404-7002, or by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. Forward-looking statements are statements that are not historical facts and are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Offering filed with the SEC. Copies are available on the SEC’s website, www.sec.report. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, except as required by law.
Contact
Larry Gan Nyap Liou
Chairman of the Board
Email: [email protected]
Phone: +60 3-9201 1087 / +60 11-5695 7895
KUALA LUMPUR, MALAYSIA, Jan. 24, 2022 (GLOBE NEWSWIRE) — DUET Acquisition Corp. (Nasdaq: DUETU) (the “Company”) announced today the closing of its initial public offering of 7,500,000 units at $10.00 per unit (the “Offering”). Each unit consists of one of the Company’s Class A common stock and one redeemable warrant. Each warrant entitles the holder thereof to purchase one Class A common stock at a price of $11.50 per share. The underwriters exercised their over-allotment option in full for an additional 1,125,000 units at the time of the closing of the Offering. As a result, the aggregate gross proceeds of the Offering, including the over-allotment, is approximately $86.25 million, prior to deducting underwriting discounts, commissions, and other Offering expenses.
The Company’s units began trading on the Nasdaq Global Market on January 20, 2022 under the ticker symbol “DUETU.” Once the securities comprising the units begin separate trading, the shares of common stock and warrants are expected to be listed on the Nasdaq Global Market under the ticker symbols “DUET” and “DUETW,” respectively.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While the Company may pursue an initial business combination target in any business or industry, it 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. The primary area of consideration will be disruptive change maker technology enterprises that are capitalizing on the digital shift. These “enabling technology companies” encompass a wide spectrum of capabilities from holistic e-commerce, fintech and big data analytics to robotic process automation. The Company is led by Larry Gan Nyap Liou, the Company’s Chairman of the Board, and Yeoh Oon Lai and Dharmendra Magasvaran, the Company’s Co-Chief Executive Officers.
EF Hutton, division of Benchmark Investments, LLC, acted as the sole book running manager for the Offering. Nelson Mullins Riley & Scarborough LLP acted as legal counsel to the Company. McDermott Will & Emery LLP acted as counsel to EF Hutton, division of Benchmark Investments, LLC.
The units described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-261494) that was originally filed with the Securities and Exchange Commission (“SEC”) on December 3, 2021 and declared effective on January 19, 2022. The Offering was made only by means of a prospectus, copies of which may be obtained, from: EF Hutton, division of Benchmark Investments, LLC, Attn: Syndicate Department, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 404-7002, by fax at (646) 861-4697, or by email at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Larry Gan Nyap Liou
Chairman of the Board
Email: [email protected]
Phone: +60 3-9201 1087 / +60 11-5695 7895
KUALA LUMPUR, MALAYSIA, Jan. 19, 2022 (GLOBE NEWSWIRE) — DUET Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 7,500,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and will begin trading on Thursday, January 20, 2022, under the ticker symbol “DUETU”. Each unit consists of one of the Company’s Class A common stock and one redeemable warrant. Each warrant entitles the holder thereof to purchase one Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “DUET” and “DUETW,” respectively.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While the Company may pursue an initial business combination target in any business or industry, it 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. The primary area of consideration will be disruptive change maker technology enterprises that are capitalizing on the digital shift. These “enabling technology companies” encompass a wide spectrum of capabilities from holistic e-commerce, fintech and big data analytics to robotic process automation. The Company is led by Larry Gan Nyap Liou, the Company’s Chairman of the Board, and Yeoh Oon Lai and Dharmendra Magasvaran, the Company’s Co-Chief Executive Officers.
EF Hutton, division of Benchmark Investments, LLC, is acting as the sole book running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,125,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on January 24, 2022, subject to customary closing conditions.
Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to the Company. McDermott Will & Emery LLP is serving as counsel to EF Hutton, division of Benchmark Investments, LLC.
The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from EF Hutton, division of Benchmark Investments, LLC, Attn: Syndicate Department, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 404-7002, by fax at (646) 861-4697, or by email at [email protected].
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on January 19, 2022. A final prospectus relating to this offering will be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Larry Gan Nyap Liou
Chairman of the Board
Email: [email protected]
Phone: +60 3-9201 1087 / +60 11-5695 7895
Holistic e-Commerce:
FinTech:
Big Data & Analytics:
Robotic Process Automation:
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