Arabian Entertainment Company Ltd. ("AEC"), a leading food, beverage and entertainment company in Saudi Arabia and Sagaliam Acquisition Corp. (NASDAQ: SAGA) ("Sagaliam"), a special purpose acquisition company ("SPAC"), announced recently that they have entered into a definitive business combination agreement. Under the terms of the agreement, Supraeon Investments, Ltd. ("Supraeon"), the parent company of AEC and Sagaliam will combine into a new company that is expected to be listed on NASDAQ and will adopt Tarfeeh Holdings, Ltd. as the corporate operating brand. The transaction, once completed, will provide AEC with significant additional capital to continue its growth, better serve customers and execute its strategic plan to become a leading provider of food and beverage and live entertainment offerings in the MENA region. In addition, Sagaliam and AEC expect to raise an additional $35 million through a private investment in public equities ("PIPE"). The anticipated $35 million from the PIPE is expected to be primarily used by AEC to pay transaction-related expenses and fund the expansion of its business platform in Saudi Arabia and the MENA Region. Headquartered in Jeddah, Saudi Arabia, AEC is a premier owner and operator of fast casual restaurant franchises operating under the Applebee's and Ocean Basket brands. AEC has been in operation since 2001. Together with its parent company, Supraeon, AEC is a portfolio company of GLD Partners, LP., a Los Angeles based private equity firm ("GLD"). Sagaliam is a SPAC that raised $116.5 million in its initial public offering on December 23, 2021. The business combination agreement between AEC and Sagaliam requires that the sponsor agree not to sell its founder shares for a period of twelve months after the business combination subject to the provisions of the lock up agreement. The sponsor believes that this "lock-up" period aligns the interests of the sponsor with those of Sagaliam's investors. As such, with certain limited exceptions, the sponsor expects to continue to be invested in the combined company after the completion of the business combination. "AEC is raising the bar in the fast casual food and beverage industry in the MENA region and strives to create the best possible experience for customers, partners, and employees so it can create more moments that matter," said Omar Mirza, Interim CEO of AEC. "We are excited to enter the public markets through our business combination with Sagaliam. We expect that this capital, combined with our leadership team's significant food, beverage and entertainment industry experience, will allow AEC to grow our workforce, expand our offerings and further invest in our customer experience, while maintaining our core values and family-first culture." "We believe AEC has become one of the fastest-growing providers of fast casual dining experiences in Saudi Arabia thanks to its world-class leadership team, and the consistent high-quality service it provides to customers," said Barry Kostiner, CEO and Director of Sagaliam. "We are confident in the AEC team and we believe they are ready to further accelerate their market position through this opportunity to become a public company." "GLD is pleased to support the combination of AEC and Sagaliam. GLD initially acquired AEC because of its faith in the growth potential of AEC and the overall MENA region. GLD remains committed to seeking out investment opportunities in the MENA region and this transaction is in line with GLD's investment strategy," said Eric Miller, a spokesperson for GLD Partners, LP. "AEC and Sagaliam are ideal partners. AEC's differentiated model and track record of performance, combined with Sagaliam's investment, will allow AEC to extend their leadership position and deliver shareholder value." Under the terms of the definitive business combination agreement, the transaction is expected to provide AEC up to $151.5 million in proceeds, including $35 million from an anticipated PIPE offering described above and $116.5 million of SPAC cash in trust assuming no redemptions, based on a pre-transaction equity value of $379 million. No additional funding beyond the $35 million PIPE offering is contemplated for the business combination, which includes a minimum net cash condition of $25 million in the aggregate to close. Upon the closing of the proposed transaction, AEC's senior management will continue to serve in their current roles. The current AEC owners will retain approximately 50% of the ownership at close, assuming no SPAC shareholder redemptions. The respective boards of directors of both Sagaliam and AEC have each approved the proposed transaction. Completion of the proposed transaction is subject to approval of Sagaliam stockholders and other customary closing conditions. The parties expect that the proposed transaction will be completed in the first half of 2023. A more detailed description of the transaction terms and a copy of the definitive business combination agreement will be included in a Current Report on Form 8-K to be filed by Sagaliam with the United States Securities and Exchange Commission (the "SEC"). Sagaliam or one of its subsidiaries or affiliates will file a registration statement (which will contain a proxy statement and prospectus) with the SEC in connection with the transaction. AEC and Sagaliam will host a joint investor conference call discussing the business and the proposed transaction. Information as to how to join the call will be made available at either https://sagaliam.com or www.tarfeehksa.com. For Investor Relations, including a copy of an investor presentation as filed with the SEC, please visit the Sagaliam website at www.sagaliam.com or the SEC's website for Sagaliam's filings at: https://sec.report/CIK/0001855351. King & Spalding LLP is serving as legal advisor to AEC and Mayer Brown LLP and Al Akeel & Partners are serving as legal advisors to Sagaliam. Marshall & Stevens, Inc. has delivered a fairness opinion to a Special Committee of the Board of Directors of Sagaliam in connection with the proposed transaction.
