Eight Directions Technology Enters Merger Agreement with Quartzsea, Valued at Approximately $515M

Eight Directions Technology announced that it has entered into an agreement and plan of merger with Quartzsea Acquisition, and CUPS Sub, a Cayman Islands exempted company and wholly owned subsidiary of the purchaser, pursuant to which merger sub will merge with and into the company, with the company surviving as a wholly owned subsidiary of the purchaser, and Quartzsea will merge with and into the purchaser, with the purchaser surviving as the publicly traded company. Pursuant to the agreement, Quartzsea will merge with and into purchaser, its wholly owned subsidiary, with purchaser surviving the merger and becoming the publicly listed company, and merger sub, a wholly owned subsidiary of purchaser, will merge with and into Eight Directions, with Eight Directions surviving as a wholly owned subsidiary of purchaser, in each case subject to the terms and conditions of the agreement. The proposed transaction implies a pre-money equity value of approximately $515M for the company. Additional information regarding transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related materials to be filed in connection with the proposed transaction. The parties may also cooperate in connection with any additional financing arrangements sought in connection with the proposed transaction. The proposed transaction, which has been approved by the boards of directors of both Quartzsea and Eight Directions, is subject to regulatory approvals, the approvals by the shareholders of Quartzsea and Eight Directions, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission, and the approval by Nasdaq of the listing application of the combined company.