Excelfin Acquisition Corporation (XFIN) Merger with Baird Medical (Private)

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  • Excelfin Acquisition Corporation (XFIN) to acquire Baird Medical (Private) in a transaction valuing the pro forma entity at $370 million in Enterprise Value ($370 million equity value) assuming 50% redemptions from the current level of 79.1%.
  • Baird Medical shareholders will receive an equity consideration of $300 million at $10.2 per share.
  • Sponsors will receive 4.5 million shares in the combined company, 30% of which shall be in the form of earnout vesting at $12.5 during 5-years after closing.
  • The Sponsor also agreed to forfeit *11.7 million private warrants (or *100%).
  • Minimum gross cash condition of $15.00 million.
  • Agreement includes a Break-up fee of up to $6.00 million payable by Baird subject to certain conditions.
  • Business combination transaction is targeted to close in the fourth quarter of 2023.
  • SPAC Details:
    • Unit Structure: 1 Class A Common Share + 0.5 Redeemable Warrant
    • #Cash in Trust: $50,600,000 (105.7 % of Public Offering)
    • Public Shares Outstanding: 4,788,792 shares  
    • Private Shares Outstanding: 5,750,000 shares (Including 1.255 million shares that will be transferred as part of Non- Redemption Agreement)
    • Estimated Trust Value/Share: $10.57
    • Current Liquidation Date: October 25, 2023
    • Outside Liquidation Date: October 25, 2023
Redemption Rate50% from current level of 79.1%
Share Price$10.20 per share
Enterprise Value$370 million
Market Cap Value$370 million  
  • SPAC Public Shareholders:
    • *2,394,396 Pubco Ordinary Shares (1 for 1) assuming 50% redemptions
  • SPAC Sponsors:
    • * 4.50 million Pubco Ordinary Shares (1 for 1)Including 1.35 million as earnout shares (or *30%)Excluding 1.25 million transferred as per non-redemption agreement signed on 6th April for extension meeting
  • Target Shareholders Receive (~*81.1%):
    • Equity consideration of $300 million at $10.2 per share (29,411,764 shares of “Pubco Ordinary Share”)
  • PIPE / Financing:
    • Nil
  • Redemption Protections:
    • Nil
  • Support Agreement:
    • Standard voting support
    • Sponsor agreed:
      • to forfeit *11.7 million private placement warrant (or *100%)
      • to subject 30% sponsor shares (or *1.35 million shares) to earnout @12.50 per share (5 years post-closing)
  • Lock-up:
    • SPAC Sponsors: 12 months post-closing
      • Early Release: if price equals or exceeds 15.0 per share post-closing
    • Key Target Shareholders:
      • Merger shares: 6 months post-closing
  • Closing Conditions:
    • Termination date: October 25, 2023
    • Consummation of PIPE Investment by closing
    • Minimum gross cash condition of $15.0 million
      • Cash includes:
Cash in Trust
Less:Redemptions
Add:PIPE Investment
  • Other customary closing conditions
  • Termination:
    • If closing conditions are not satisfied, Target shall pay a Break-Up Fee equal to the lesser of:
      • total expenses incurred by the SPAC
      • OR
      • $6.00 million
    • Other standard termination clauses
  • Advisors:
    • SPAC Legal Advisors: Shearman & Sterling LLP
    • Target Legal Advisors: Dechert
    • SPAC Lead Financial Advisors: Cohen & Company Capital Markets
    • SPAC Financial & Capital Markets Advisor: Exos Securities
  • Equity Incentive Plan:
    • 10% shares of combined company at closing

*Denotes estimated figures by CPC

#Reported as on 13th April 2023 (Date of Special Meeting)