Bayview Acquisition Corp (NASDAQ: BAYA, BAYAU, and BAYAR) (“BAYA”), a special purpose acquisition company, announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BAYA will undergo a business combination with Oabay Inc. (“Oabay”), which provides trade credit digital transformation solutions, through its wholly owned subsidiary in mainland China. The transaction has been approved by the boards of directors of BAYA and Oabay and is expected to be consummated in late 2024. The closing of the transaction is subject to regulatory approval, approval by the shareholders of BAYA and Oabay and the satisfaction of certain other customary closing conditions.
Company Overview
Oabay provides trade credit digital transformation solutions that primarily consist of two types of services: supply chain finance cloud services and trade credit management cloud services. Leveraging and building upon its experience in accounts receivable factoring and enterprise credit digitalization for small-to-medium-sized enterprises, Oabay offers supply chain financing to critically and strategically positioned companies, and optimizes the process to produce credit assets within supply chains for financial institutions and other companies with improved efficiency and savings. Oabay has more than ten years of operating history and is a pioneer in the Chinese trade credit technology solutions industry.
Key Transaction Terms
The transaction will be structured as a business combination involving the following mergers: (a) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company (“Merger Sub 1”) and a wholly-owned subsidiary of Oabay Holding Company, a Cayman Islands exempted company (“PubCo”), will merge with and into BAYA, with BAYA being the surviving entity (the “First SPAC Merger”), (b) immediately following the First SPAC Merger, BAYA will merge with and into Bayview Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), with Merger Sub 2 being the surviving entity (the “Second SPAC Merger”, and together with the First SPAC Merger, the “Initial Mergers”), and (c) following the Initial Mergers, Oabay Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub 3”) will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “Acquisition Merger” and together with the Initial Mergers, the “Mergers”).
As a result of the Mergers, Oabay shareholders will receive ordinary shares of PubCo, valued at US$300,000,000.
Oabay will use its reasonable best efforts to obtain transaction financing in the aggregate amount of at least US$15,000,000, in the form of firm written commitments from investors reasonably acceptable to BAYA or in the form of good faith deposits made by investors for a private placement of equity, debt or other alternative financing, in each case, to Oabay or BAYA, on terms and conditions to be agreed by BAYA and Oabay (a “Transaction Financing”), and (b) as long as Oabay procures the Transaction Financing, BAYA shall use its reasonable best efforts to obtain additional transaction financing to BAYA or PubCo on terms reasonably satisfactory to BAYA and Oabay.
Upon the closing of the Mergers, PubCo is expected to become a NASDAQ-listed public company trading under a new ticker symbol. Oabay’s executive management team will lead the PubCo. There can be no assurance that the Mergers will be consummated.
The description of the Mergers contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement. For additional information, see BAYA’s Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Winston & Strawn LLP is serving as legal advisor to BAYA, Han Kun Law Offices LLP and Ogier are serving as PRC and Cayman legal advisors to BAYA, respectively. Hunter Taubman Fischer & Li LLC is serving as legal advisor to Oabay, Yingke Law Firm and Ogier are serving as PRC and Cayman legal advisors to Oabay.
