Concorde International Merges with YOOV, Valued at $600M

Concorde International Group entered into an Agreement and Plan of Merger with YOOV Group Holding. The company said, "Amid accelerating digital transformation and rising global demand for intelligent service solutions, this strategic merger represents a landmark move to align two industry leaders with complementary strengths and shared growth ambitions. CIGL, a Nasdaq-listed company, has built a dominant regional footprint in security services, supported by proven operational execution, regulatory compliance, and a loyal client base spanning government agencies, multinational corporations, and local enterprises. YOOV, valued at $600M in this transaction, has developed advanced technologies in data analytics, intelligent workflow automation, and decision-support AI agents designed to enhance efficiency for small and medium-sized enterprises. The merger will bring together CIGL's security services expertise with YOOV's innovative AI platform, expanding the combined company's ability to deliver integrated, AI-powered security and business automation solutions to a broader range of customers. Notably, CIGL's strategic evolution is driven by its long-term growth objectives and its assessment of global structural shifts in enterprise operations and technology adoption. This strategic direction aligns with Singapore's Economic Strategy Review, which underscores the essential nature of technology adoption, productivity enhancement, and disciplined risk-taking by enterprises to unlock growth potential. Following the completion of the merger, the combined company is expected to be well positioned to benefit from continued digital transformation and AI adoption across the Asia-Pacific region. Supported by a combined leadership team with decades of industry experience and a shared commitment to execution, the post-merger group aims to drive revenue growth, improve operational efficiency, and expand market reach while building a foundation for long-term competitiveness in AI-enabled security services and business automation." In accordance with the Merger Agreement, CIGL will incorporate a wholly-owned subsidiary in the British Virgin Islands. Merger Sub will merge with and into YOOV, and the separate corporate existence of Merger Sub will cease. YOOV will be the surviving corporation and a wholly-owned subsidiary of CIGL. Pursuant to the Merger Agreement, each issued and outstanding ordinary share of YOOV will be converted into the right to receive a certain number of newly issued Class A ordinary shares of CIGL. The number of such New Class A Shares will be calculated by dividing the Target Per Share Value by $3.00, which is set as the per share value of CIGL and represents a premium over the Company's closing price of $2.70 on the last trading day prior to the announcement. On a fully diluted basis, the Merger values YOOV at an equity valuation of $600M. In connection with the Merger, each shareholder of YOOV as of the date of the Merger Agreement is entering into a lock-up agreement with CIGL , pursuant to which such shareholders have agreed, subject to certain exceptions, not to transfer the New Class A Shares received as consideration in the Merger for a specified period following the Closing.