Vision Sensing Acquisition Corp. Partners with Convergence CT
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Vision Sensing Acquisition Corp. Moves Forward with CCT
Agrees to Terminate Previous Agreement with Mediforum Co., Ltd.
Overview of Convergence CT, Inc.
Convergence CT, Inc. ("CCT") specializes in technologies that manage extensive data aimed at benefiting patients, communities, providers, and researchers. The company is focused on smart hospital information systems and improving hospital workflows by utilizing proprietary technology and customized solutions. By integrating IoT and AI, CCT enhances patient care and promotes global health insights.
Details of Vision Sensing Acquisition Corp.
Vision Sensing Acquisition Corp. ("VSAC") is a Special Purpose Acquisition Company (SPAC) listed on NASDAQ under the ticker symbol "VSAC." The company has confirmed a total consideration of US$135 million to CCT's shareholders. An initial upfront equity transfer of US$110 million will be made to existing CCT shareholders, while the remaining amount will be reliant on performance-based earn-outs.
Termination of Previous Agreement
Vision Sensing Acquisition Corp. has mutually agreed with Mediforum Co., Ltd. to terminate the Agreement and Plan of Merger originally dated January 12, 2024. Both parties have recognized it will not be feasible to finalize the proposed transaction in a reasonable timeframe and have decided to waive any claims against each other.
New Letter of Intent with CCT
VSAC is delighted to announce a non-binding letter of intent with CCT. This letter outlines plans for the business combination in which VSAC aims to acquire 100% of CCT's outstanding equity. The specifics of the legal transaction structure, which may involve pre-closing reorganization, will be determined by both parties. The goal is to finalize the business combination details soon.
CCT’s Innovative Approach
CCT is at the forefront of integrating healthcare data while leveraging its 20 years of expertise in optimizing hospital workflows. The organization aims to empower health providers, life sciences entities, payers, and governments with critical global health insights through its proprietary technology. With a strong management team retained post-transaction, the combined entity is anticipated to list on NASDAQ with a newly designated ticker symbol post-closing.
Growth and Market Expansion
CCT’s leadership expressed enthusiasm for the merger with VSAC, emphasizing growth opportunities in Asia and other global markets. With its expansion into new territories, CCT believes its technological solutions will meet the increasing demand for innovative healthcare systems and positively impact profitability. The upcoming NASDAQ listing is expected to enhance shareholder capital access and business valuation.
Transaction Details and Structure
Under the non-binding LOI, a new offshore company will be established to facilitate the merger between CCT and VSAC. The overall transaction consideration for CCT's equity holders total US$135 million, structured on a cash-free and debt-free basis. An initial payment of US$110 million will be made upfront, with additional earn-out shares contingent on performance metrics post-closing.
Governance and Board Composition
The board of directors of the surviving entity will be composed of five directors, including three designated by CCT and one by VSAC. To ensure regulatory compliance, the majority of the board members will be independent according to NASDAQ requirements.
Closing Conditions and Timeline
The completion of the business combination is subject to standard closing conditions, including necessary audits and regulatory approvals. The parties aim to have a binding Business Combination Agreement finalized by a designated target date.
About CCT and VSAC
Convergence CT, Inc. focuses on connecting technologies to manage healthcare data effectively. Its innovative smart hospital solutions utilize IoT and AI for improved patient care. For more information about CCT, visit their official website.
Vision Sensing Acquisition Corp. is a dedicated SPAC established under relevant securities regulations, with the goal of achieving a qualifying transaction. Additional details can be found on their official website.
Frequently Asked Questions
What is the significance of the agreement between VSAC and CCT?
The agreement establishes a pathway for VSAC to acquire CCT, enhancing its capabilities in managing healthcare data and optimizing hospital workflows.
How will the proposed business combination affect shareholders?
Shareholders of CCT will receive a total of US$135 million in consideration, with part of it tied to performance metrics after the transaction closes.
What is the anticipated timeline for the business combination?
Both parties aim to finalize a binding Business Combination Agreement within 45 days of the initial letter of intent.
Who will govern the new combined entity?
The board will consist of five directors, with the majority being independent as per NASDAQ rules.
What opportunities does this merger create?
The merger is expected to foster growth in Asia and enhance CCT's technological capabilities in the healthcare sector, benefiting patient care and operational efficiency.
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