Baijiayun to Acquire Beijing Hydrogen, an AI-enabled Marketing Service Provider in China
Baijiayun Group Ltd a video-centric technology solution provider with core expertise in SaaS/PaaS solutions,announced that on March 30, 2023, it entered into an equity acquisition agreement (the “Agreement”) with Wei Qu, Beijing Hydrogen Information Consulting Center L.P., and three other minority investors in Beijing Hydrogen Data Information Technology Co., Ltd. (“Beijing Hydrogen” or the “Target Company”) to acquire 100% equity ownership of the Target Company for a total consideration of RMB107.7 million, i.e., approximately US$15.7 million, payable in cash and restricted shares of Baijiayun (the “Transaction”). The closing of the Transaction is expected to take place by the end of March 2023 (the “Closing Date”), subject to the satisfaction of closing conditions set forth in the Agreement. The completion of the Transaction helps to amplify Baijiayun’s current product matrix to enterprise clients and bolster the Company’s abilities to create AI-generated content to be embedded with its video/audio solutions.
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Background and Terms of Transaction
- Beijing Hydrogen is an equity limited company incorporated under the laws of PRC with Mr. Wei Qu being the founder, general manager, and legal representative. Founded in 2014 and backed by venture capital, Beijing Hydrogen is a leading big-data based service and brand management service provider in China, specializing in providing innovative and reliable data analysis tools and market data reports for enterprise clients in areas of media and opinion management as part of overall sales and marketing functions.
- Beijing Hydrogen’s AI-enabled data collection and analysis tools are specifically effective in assisting enterprise clients in brand management and creating responsive marketing solutions. For example, a leading full-service travel platform in China has used Beijing Hydrogen’s dynamic solution sets in successfully managing its online corporate brand image and in enhancing agile business decision making. Such specialization complements Baijiayun’s current Social Customer Relationship Management (SCRM) solutions well and will provide cross-selling opportunities and broaden product offerings to a wide range of target enterprise clients.
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- The total consideration of the Transaction will be paid in three installments in cash and restricted shares of Baijiayun as follows:
- First installment of RMB1,622,875, i.e., approximately US$236,000, is to be paid in cash on the Closing Date, subject to the satisfaction of the closing conditions set forth in the Agreement.
- Second installment of RMB1,622,875, i.e., approximately US$236,000, is to be paid in cash after the completion of the AIC change registration[i] as set forth in the Agreement.
- Third installment of RMB104,500,000, i.e., approximately US$15,194,000, is to be paid in restricted shares of the Company after the satisfaction of the closing conditions on the Closing Date as set forth in the Agreement. The price per share of the restricted shares of the Company shall be calculated based on the volume weighted average price (VWAP) of the 15 consecutive trading days[ii] prior to the execution date of the Agreement.
- After the expiration of the six-month lock-up period, 70% of the restricted shares shall be automatically converted into unrestricted shares. The remaining 30% of the restricted shares shall be converted into unrestricted shares in accordance with the performance undertakings and other requirements under the Agreement.
- Mr. Wei Qu will continue to serve as the legal representative and general manager of Beijing Hydrogen, and will be responsible for its operating performance. Mr. Qu and the other members of the management team of Beijing Hydrogen have entered into relevant employment and non-compete agreements.
The foregoing description of the Agreement and the Transaction does not purport to be complete and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibit 99.1 to a current report on Form 6-K filed by the Company with the Securities and Exchange Commission on March 30, 2023.
All subject securities as contemplated by the Agreement were sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
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