Fenix 360 Pte Ltd (“Fenix”), a global social media company incorporated in Singapore that is designed to provide artists and creators with substantially enhanced compensation, tools and control, has signed a binding letter of intent (the “LOI”) to be acquired by DUET Acquisition Corp. (NASDAQ:DUET) (“DUET”), a special purpose acquisition company.
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.”
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