Breakingviews - Hong Kong SPAC deal reeks of desperation

Two water buffalo sculptures by British artist Elisabeth Frink are seen outside Exchange Square business tower where the Hong Kong Stock Exchange is located May 28, 2015.

HONG KONG (Reuters Breakingviews) - The more glitz there is, the more investors should beware. And few things in finance are dressed up with as much sparkle these days as blank-check companies. Everyone from Joseph Perella to Shaquille O’Neal is linked to them. One aiming to buy parts of a scandal-ridden Hong Kong outfit provides a timely reminder of how not all that glitters is golden.

AGBA is one among a slew of special purpose-acquisition companies, or SPACs, as they are known. It raised $40 million in May 2019 with the vague plan to buy a consumer business in China. Chief Executive Gordon Lee’s background is in kindergarten education and gaming, according to the prospectus. His firm offered $100 million in cash and $300 million in new shares last month to Convoy Global, a pension and insurance services provider with some 2,000 employees, for its fledgling online platforms and a 30% stake in its advisory business.

Convoy is a curious target. Its shares have been suspended since December 2017 and it is resisting an effort by the Hong Kong bourse to delist them. The company hasn’t filed audited financial statements since 2016. In August, it promised to have them by year-end after its second auditor change in 18 months. Its two biggest shareholders, the billionaire Tsai family of Fubon Financial and Chinese property scion Kwok Hiu-kwan, are battling each other for control of the boardroom and in court.

Both sides are incentivised to strike a deal soon. AGBA only has until February to find a takeover target or close down and return the funds to investors, after exhausting multiple extensions. Convoy is seeking a way out of its listing woes, after regulators effectively blocked a takeover bid in July.

SPAC backers are confident this latest crop of shell companies have improved from the previous generation that sprung up before the 2008 financial crisis. They point to greater expertise among sponsors and the potential to buy stronger companies as entrepreneurs grow wary of making a market debut using the traditional initial public offering route. The proposed combination of AGBA and Convoy assets, however, looks decidedly less dazzling.


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