Perfect Corp., a Leading AR and AI SaaS Solution Provider in the Beauty and Fashion Industries, to List on Nasdaq by Merging with Provident Acquisition Corp.

–Perfect Corp. (“Perfect”), a global leader in providing augmented reality (“AR”) and artificial intelligence (“AI”) Software-as-a-Service (“SaaS”) solutions to beauty and fashion industries, and Provident Acquisition Corp. (Nasdaq: PAQC; “Provident”), a special purpose acquisition company, today announced a definitive agreement for a business combination that would result in Perfect becoming a publicly-traded company (the “business combination” or “proposed transaction”).

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The combined company will focus on accelerating Perfect’s global expansion, extending Perfect’s industry coverage from beauty and fashion to tangential sectors, and augmenting Perfect’s innovative AR and AI SaaS solutions, including product try-on, facial diagnostics, and digital consultation solutions. Upon the transaction closing, the combined company will be named Perfect Corp. and will be listed on the Nasdaq under the ticker symbol “PERF”.

Alice Chang, Founder and Chief Executive Officer of Perfect, commented, “Perfect Corp. is transforming the beauty and fashion industries. We democratize the shopping experience for consumers and brands with our leading AR and AI SaaS solutions. At the same time, we empower brands large and small to provide their customers with an enjoyable, convenient, and personalized omnichannel shopping experience through innovative technologies. Current consumer trends, such as increasing penetration of omnichannel consumption, hygiene awareness, and focus on ESG, provide us with favorable tailwinds to accelerate growth and adoption of our services. By combining with Provident, we expect to not only attain access to the public capital markets, but also attract more world-class investors, enhance our corporate governance, expand our market reach, increase development in AI & AR technology and explore white space, such as adjacent fashion verticals and metaverse applications of our technologies.”

Michael Aw, Chief Executive Officer of Provident, commented, “Perfect Corp.’s global leadership in AR and AI technology, its proven track record of success in working with the world’s leading beauty brands, its high revenue growth and expanding profit margins, and its attractive valuation make it a perfect fit for our business combination. Leveraging our team’s expertise in founding and building businesses to large scales and our extensive network in the beauty industry, we are committed to working together with Perfect’s highly experienced management team to expand its market reach, develop new verticals, extend market leadership, and deliver superior returns for its shareholders.”

Perfect Corp. – Leading AR and AI SaaS Solution Provider to Beauty and Fashion Industries

Founded in 2015, Perfect is the world’s leading provider of AI and AR SaaS solutions to the beauty and fashion industries. Perfect is transforming the consumer shopping experience with its sophisticated SaaS solutions including 3D facial and hand modeling, AI skin diagnostics and simulations, AR-empowered video consultations, live product try-on, and personalized facial attribute recommendations. It serves a wide array of beauty and fashion segments including cosmetics, skincare, hair coloring, fashion accessories, and more.

With 44 granted patents and other pending patent applications, Perfect believes that it is well-positioned to empower beauty brands. Within six years of inception, Perfect’s enterprise solutions are utilized by 95% of the world’s top 20 global beauty groups and over 400 beauty brands in more than 80 countries. Perfect’s consumer apps have also achieved over 950 million downloads globally and enabled over 10 billion virtual product try-ons annually.

Perfect is also partnering with the world’s leading Internet platforms to utilize its AR & AI technology-empowered solution, including Snap Inc.’s Snapchat and Alibaba’s Taobao and Tmall Beauty. Through those strategic partnerships, Perfect provides beauty brands with access to one-stop beauty AR solutions that enable them to attract, engage, and retain consumers on the world’s highly trafficked Internet platforms.

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Beyond benefiting consumers and brands, Perfect is also contributing to environmental sustainability. Its AR and AI-powered virtual try-on technology was named 2021 Green Product of the Year by the Business Intelligence Group for its efforts in reducing product testers and samples, preventing overconsumption, and reducing product returns.

With its technology leadership and omnichannel reach, Perfect believes that it is well-positioned to expand beyond beauty and fashion. Perfect has already begun offering AR and AI SaaS solutions related to eyewear, nail design, watches, jewelries and accessories. Perfect aims to become the AR and AI powerhouse partner for brands.

Management Team and Strategic Investors

Perfect is led by a world-class management team with more than 80 years of combined experience in software, AR, and AI technologies. Prior to founding Perfect, Alice Chang held leadership positions at various technology companies, including being the Co-Founder and Chief Executive Officer of CyberLink Corp. (TPE: 5203, “CyberLink”), a Taiwanese multimedia software company, for 18 years, the Chief Financial Officer of Trend Micro Incorporated (TYO: 4704) for 2 years. Other executives of Perfect also have extensive managerial experiences at leading technology companies in the Asia Pacific and the United States. In addition, many of Perfect’s executives have international education and work experience.

Perfect is backed by renowned strategic investors, including CyberLink; Snap Inc., a US-based camera company; Goldman Sachs Asset Management, one of the world’s leading asset managers; Alibaba Group Holding Limited (NYSE: BABA and SEHK: 9988), a technology company rooted in commerce; Yuanta Asia Investment (Hong Kong), a Hong Kong based private equity management company focusing on high-tech development investments; and CCV, an investment firm focused on making early-stage and growth-stage investment in the TMT area.

Transaction Overview

Under the terms of the business combination agreement between Perfect and Provident, the transaction sets Perfect’s enterprise value at US$1.02 billion. The business combination is expected to provide Perfect with approximately US$335 million in gross proceeds, including US$50 million from concurrent PIPE transaction, US$55 million from the forward purchase agreements, and US$230 million currently held in trust by Provident (subject to applicable shareholder redemption rights).

The PIPE transaction is backed by blue-chip investors including CHANEL, CyberLink, Shiseido and Snap as well as reputable financial investors. The forward purchase agreements were entered into at the time of Provident’s initial public offering and committed by long-term institutional investors Ward Ferry Management and other investors including an affiliate of Provident. Cash proceeds from the proposed transaction will be used to support Perfect’s global expansion of its AR and AI SaaS solutions, market expansion beyond beauty and fashion industries, business operations, research and development, and general corporate purposes.

The proposed transaction has been approved by the boards of directors of both Provident and Perfect. Completion of the proposed transaction is subject to the approval by the shareholders of both Provident and Perfect and other customary closing conditions, including a minimum of US$125 million in gross cash at closing and a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The proposed transaction is expected to be completed in the third quarter of 2022.

Transaction Advisors

Sullivan & Cromwell LLP is serving as legal advisor to Perfect. Davis Polk & Wardwell LLP is serving as the legal counsel to Provident. Latham & Watkins LLP is serving as the legal advisor to the placement agents. Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) is serving as the financial advisor to Perfect. Citigroup Global Markets Asia Limited and Barclays Capital are serving as co-placement agents and co-capital market advisors on the PIPE offering. Barclays Capital is also serving as M&A financial advisor to Provident.

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