The Flexi Group manages 45 locations in 12 cities and 9 countries in Asia and Australia under regionally-recognized brands the Hive, Common Ground and The Cluster. Combination values The Flexi Group at an implied pro forma enterprise value of $205 million
SINGAPORE – 5 December 2022 – The Flexi Group Holdings Ltd. (“The Flexi Group”), the largest flexible workspace operator in Asia, and TG Venture Acquisition Corp (Nasdaq: TGVC and TGVCW) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group, announced today that they have entered into a definitive business combination agreement that will result in The Flexi Group becoming a publicly traded company upon closing.
The transaction is expected to be completed in the second quarter of 2023, subject to regulatory approvals and other customary closing conditions. After closing, The Flexi Group’s ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG.
Unified in 2022 following a merger of three leading brands, The Flexi Group has a combined 25 years of experience designing, building and operating flexible workspaces in Asia and Australia. They are one of the region’s largest flexible workspace operators with 45 locations in 12 cities and 9 countries including Australia, Singapore, Malaysia, Hong Kong, Thailand, Philippines, Taiwan, Vietnam and Japan.
Unlike other flexible workspace operators, The Flexi Group takes an asset-light approach to its real estate ventures, partnering with landlords on joint ventures instead of leasing office space and taking on potentially significant financial obligations under rental agreements. By partnering with The Flexi Group, landlords can offer increased flexibility to tenants, as well as improve greater building engagement by offering them access to events, agile work solutions and bookable meeting and event spaces.
The Flexi Group’s multi-brand for a multi-demographic approach is unusual in the industry and creates the opportunity to partner with landlords across a variety of asset classes with differentiated pricing, building, location, and office size preferences, thus allowing each brand to grow strategically across the globe.
Following the business combination, The Flexi Group plans to embark on a consolidation strategy across APAC into North America, UAE and Europe.
Transaction Overview
The definitive business combination agreement reflects an implied pro forma enterprise value of $205 million. Marshall & Stevens Transaction Advisory Services LLC rendered an independent fairness opinion as to the fairness of the consideration from a financial point of view.
The transaction, which has been unanimously approved by the Boards of Directors of The Flexi Group and TGVC, is subject to approval by TGVC’s and The Flexi Group’s shareholders. Completion of the transaction is also subject to customary closing conditions, including that TGVC hold net tangible assets of at least $5,000,001 immediately prior to closing, net of redemptions and liabilities (including TGVC’s transaction expenses).
Additional information about the proposed transaction, including a copy of the business combination agreement, will be available in a Current Report on Form 8-K to be filed by TGVC with the U.S. Securities and Exchange Commission (the “SEC”) and at www.sec.gov.
Webcast and Presentation Information
TGVC, along with the management of The Flexi Group, plans to hold a webcast to discuss The Flexi Group business model and opportunity after the filing of the related Registration Statement on Form F-4, which is expected to occur in early 2023. The webcast, detailed investor presentation, and all other materials presented during the webcast will be available on TGVC’s website at https://tgventureacquisition.com. Additionally, TGVC will file the investor presentation with the SEC as an exhibit to a Current Report on Form 8-K, which will be available on the SEC’s website at www.sec.gov.
Advisors
ARC Group Limited is serving as exclusive financial advisor to The Flexi Group, with Lucosky Brookman LLP and Conyers Dill & Pearman serving as legal counsel to The Flexi Group. TriPoint Capital Management, LLC is serving as advisor to TGVC, Marshall & Stevens Transaction Advisory Services LLC is serving as financial advisor to TGVC, with DLA Piper LLP (US) and Ogier LLP serving as legal counsel to TGVC.
About TG Venture Acquisition Corp.
TG Venture Acquisition Corp. is a blank check company led by Chairman and Chief Executive Officer Patrick Tsang, along with CFO Philip Rettger and directors Michael Alexander, Komal Ahmed and Jason Cheng Yuen Ma. TGVC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. TGVC focuses on industries where its management team and founders have experience and insights and can bring significant value to business combinations.
About Tsangs Group
Tsangs Group is an innovation-focused global family office that bridges East and West. Tsangs Group’s mission is to invest in global opportunities that allow it to exert positive influence and drive positive impact in Hong Kong, Asia and beyond. Headquartered in Hong Kong, Tsangs Group has direct investments across the world, and seeks out positive impact investments that reflect its values of innovation, sustainability, and togetherness. Tsangs Group’s strategy is opportunistic and both sector and location agnostic. From fintech to entertainment to space travel, Tsangs Group is always investigating, analyzing, and supporting the cutting edge of global innovation and development.
