25 August 2022
Carey Olsen advises Biolog-id on merger with Genesis Growth Tech Acquisition Corp.
Carey Olsen's Cayman Islands corporate practice has supported Biolog-id on a proposed merger to take it public with Genesis Growth Tech Acquisition Corp. (Genesis) (Nasdaq: GGAA).
The companies have entered into a memorandum of understanding in connection with the proposed merger (the MoU). Pursuant to the MoU, and in accordance with applicable French law, the parties have agreed to initiate a consultation with the social and economic committee (comité social et économique) of Biolog-id concerning the proposed merger. To facilitate the consultation process, Genesis submitted its irrevocable and binding commitment (the Option) for the proposed merger upon, and subject to, the terms and conditions of a Business Combination Agreement to be entered into by the parties if Biolog-id exercises the Option upon completion of the consultation process. The Option will automatically terminate if it has not been exercised on the day immediately after the expiry date (being the earlier of: (i) five business days after the completion or deemed completion of the consultation process; and (ii) December 22, 2022) (unless extended in writing by the parties). The transaction reflects an equity value of $312 million for Biolog-id.
Upon closing of the proposed transaction, anticipated to occur in the first quarter of 2023, the combined company will continue to operate under the name “Biolog-id”, and its ADSs are expected to be listed on Nasdaq under the new ticker symbol “BGID”. Completion of the transaction is subject to approval of Biolog-id’s and Genesis' shareholders and the satisfaction or waiver of certain other closing conditions.
Biolog-id designs, deploys and supports integrated traceability solutions, including hardware, real-time data collection, visualization and data analysis, based on radio frequency identification, or RFID, technology, to handle sensitive health products. Biolog-id uses high frequency RFID technology to transform lifesaving and sensitive therapeutic products into connected devices. Through its combination with Genesis, Biolog-id expects to be well positioned to bring value-chain optimization solutions to major markets in the U.S., Europe, India, and the Middle East.
Nick said: "We are proud to have supported world leader and innovator Biolog-id on this exciting growth opportunity for the digital transformation of healthcare."