Goldenbridge Acquisition Limited (GBRG) to Combine with AgiiPlus in $578M Deal

Goldenbridge (NASDAQ:GBRG) has entered into a definitive agreement to combine with work solutions provider AgiiPlus at an enterprise value of $578 million, or 10.5x its 2020 revenue.

Shanghai-based AgiiPlus provides flexible office space and software solutions to businesses in China and Singapore.

The combined company is expected to trade on the Nasdaq under the symbol “AGII” once the deal is completed, however the parties have not yet shared a completion timeline.

Transaction Overview

Goldenbridge is funding the deal with $57.5 million from its current trust and aims to arrange a $35 million PIPE to supplement the transaction. AgiiPlus shareholders are to be subject to a one-year lockup, with certain exceptions.

The parties have not yet filed an 8-K or investor presentation, but Goldenbridge’s profile page will be updated once more information on the transaction is made public.

Quick Takes: Agii, which has previously operated under the band name Distrii, provides the equivalent of a B2B WeWork service for companies in Asia that need flexibility in headcount and workspace.

This flexibility came in handy through the pandemic when as its services grew 158% in 2020, generating about $55 million in revenue that year. It currently has about 50 operated sites in service where it has served a total of 7,500 enterprise clients thus far. If a rebound in office work is around the corner as the pandemic ends, Agii appears well positioned.

On one hand, this business model might be coming into its own golden age with the pandemic provoking office workers to demand more flexible arrangements over the long-haul. But, both the Chinese market and co-working spaces in general have not been the most fruitful ground for SPAC transactions in the past.

Ucommune (NASDAQ:UK) completed a business combination with Orisun in November 2020, but has since fallen all the way to $0.84 in its open this morning. Investors are thus far giving much more leeway to BowX (NASDAQ:BOWX) and its pending combination with WeWork, which is of course at a much larger scale but brings its own complications. BowX opened this morning at $9.99.

But, the Asia-Pacific region remains the largest co-working market in the world, and its markets have generally recovered from the pandemic faster than those in North America and Europe. Still, much more information will be needed for investors to have confidence in Agii as it continues through the process.

In the meantime, Agii cuts a high premium to that of WeWork. It is valued in this deal at 10.5x its 2020 revenue while WeWork was valued at about 2.8x. WeWork certainly has other issues involving its debt and liabilities to sort out, but Agii will have to put out more information to assert its superior value as a play.

ADVISORS

• Goldman Sachs & Co. LLC is acting as financial and capital markets advisor to Amicus Therapeutics.
• Jefferies LLC is acting as financial advisor and private placement agent to ARYA IV.
• Skadden, Arps, Slate, Meagher & Flom LLP, Wilson Sonsini Goodrich & Rosati and Troutman Pepper Hamilton Sanders LLP are acting as legal counsel to Amicus Therapeutics.
• Kirkland & Ellis LLP is acting as legal counsel to ARYA IV.