425: Evergreen Corporation to Merge with Forekast Limited in $105 Million Deal, Creating Forekast Group

Evergreen Corporation (EVGR) and Forekast Limited have entered into a definitive merger agreement, valuing Forekast at $105 million, to form Forekast Group, a technology managed services provider specializing in augmented intelligence.

Summary

• Evergreen Corporation (EVGR), a special purpose acquisition company, has announced a definitive merger agreement with Forekast Limited, a technology managed services provider specializing in augmented intelligence.
• The merger values Forekast at an enterprise value of $105 million.
• The aggregate consideration for the Acquisition Merger is $105,000,000, payable in the form of 10,500,000 newly issued PubCo Ordinary Shares valued at $10.00 per share to Forekast and its shareholders.
• Upon completion of the merger, the combined company will operate as Forekast Group (PubCo).
• The merger is expected to accelerate Forekast's growth, expand its market reach, and enhance its technology managed services offerings.
• EVGR will reincorporate in the Cayman Islands by merging with and into Evergreen Merger Corporation (PubCo).
• Merger Sub will be merged with and into Forekast, resulting in Forekast being a wholly owned subsidiary of PubCo.
• The transaction is subject to customary closing conditions, including SEC approval of the Registration Statement and approval by the shareholders of both Forekast and EVGR.
• The completion of the proposed Business Combination is expected to be in the year end of 2024.

Sentiment

Score: 8

Explanation: The document expresses a positive outlook on the merger, highlighting Forekast's strong growth and the potential of the combined company in the AI market. The management comments are optimistic, and the transaction is expected to benefit both companies.

Positives

• Forekast has a proven consistent track record with strong double digit growth in revenue and profits, with a CAGR of more than 20% over the last 5 years.
• The merger is expected to accelerate Forekast's growth, expand its market reach, and enhance its technology managed services offerings.
• The combined company will be well-positioned to meet the increasing demand for technology managed services and AI-powered solutions.
• The transaction will provide Forekast with additional capital to enhance research and development, expand marketing efforts, enter new markets, acquire top talent, and explore potential strategic acquisitions.

Negatives

• The transaction is subject to customary closing conditions, including SEC approval and shareholder approval, which could delay or prevent the merger from being completed.
• EVGR has a Non-Compliance Letter from Nasdaq which could affect the listing of EVGR on Nasdaq.

Risks

• The proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of EVGRs securities.
• Failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the proposed Business Combination by the shareholders of EVGR.
• The effect of the announcement or pendency of the proposed Business Combination on EVGRs or Forekasts business relationships, performance and business generally.
• The outcome of any legal proceedings that may be instituted against EVGR or Forekast related to the proposed Business Combination or any agreement related thereto.
• The ability to maintain the listing of EVGR on Nasdaq.
• Volatility in the price of EVGRs securities resulting from changes in the competitive and regulated industry in which Forekast operates, variations in performance across competitors, changes in laws and regulations affecting Forekasts business and changes in the combined capital structure.
• The ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination and identify and realize additional opportunities.

Future Outlook

The combined company, Forekast Group, aims to accelerate growth, expand market reach, and enhance technology managed services offerings, positioning itself to meet the increasing demand for AI-powered solutions.

Management Comments

• Abdul Rahman, CEO of Forekast, said, 'We are excited to announce this combination with EVGR. This merger will see both parties bringing our combined strengths together, building on our solid foundation, while leveraging this powerful platform to drive growth as we propel the group to greater heights.'
• Izmet Iskandar, CFO of EVGR, said, 'We are delighted to announce this business combination agreement at a time when AI is reshaping industries across the globe.'

Industry Context

The merger comes at a time when AI is reshaping industries across the globe, with AI offering enormous growth potential that could contribute over $15 trillion to the global economy by 2030.

Comparison to Industry Standards

• The document does not provide specific details to compare Forekast's performance against industry benchmarks or competitors.
• Without specific financial metrics of comparable companies, a detailed assessment against industry standards is not possible.

Stakeholder Impact

• Shareholders of EVGR will have the opportunity to participate in a company with a focus on augmented intelligence and technology managed services.
• Forekast will gain access to capital and resources to accelerate its growth and expand its market reach.
• Customers of Forekast can expect enhanced technology managed services offerings and AI-powered solutions.

Next Steps

• File a Registration Statement on Form F-4 with the SEC.
• Obtain approval from the shareholders of Forekast and EVGR.
• Complete the proposed Business Combination, expected by the end of 2024.

Key Dates

Keywords

Merger, Business Combination, Forekast, Evergreen Corporation, EVGR, Augmented Intelligence, Technology Managed Services, Acquisition