Merger GMBTU

Swvl Announces Business Combination With Queen's Gambit Growth Capital

, SPAC Research

Swvl Inc., a Dubai-based provider of transformative mass transit and shared mobility solutions, and Queen's Gambit Growth Capital (NASDAQ: GMBT), the first special purpose acquisition company led by women, today announced that they have entered into a definitive agreement for a business combination that would result in Swvl becoming a publicly listed company. Upon completion of the proposed transaction, the combined public company will be named Swvl Holdings Corp and is expected to be listed on NASDAQ under the ticker symbol "SWVL".

Swvl is a global tech startup based in Dubai that provides a semi-private alternative to public transportation for individuals who cannot afford or access private options. Swvl has built a parallel mass transit system offering intercity, intracity, B2B and B2G transportation in 10 megacities across Africa, Asia, and the Middle East. Swvl's tech-enabled offerings make mobility safer, more efficient and environmentally friendly, while still ensuring that it is accessible and affordable for everyone. Customers can book their rides on an easy-to-use app with varied payment options and access high-quality private buses and vans that operate according to fixed routes, stations, times, and prices. Swvl was co-founded by Mostafa Kandil, who began his career at Rocket Internet, where he launched the car sales platform Carmudi in the Philippines, which became the largest car classifieds company in the country in just six months. He then served as Rocket Internet's Head of Operations. In 2016, Kandil joined Careem, a ride-sharing company and the first unicorn in the Middle East. He supported the platform's expansion into multiple new markets. Careem is now a subsidiary of Uber, based in Dubai, with operations across 100 cities and 15 countries.

The transaction is expected to generate gross proceeds of up to approximately $445 million, which will be used to fund and accelerate Swvl's growth plan. This includes a $100 million fully committed private placement of common shares of the combined company, led by Agility, Luxor and Zain (the "PIPE"). The implied, fully diluted equity value of the combined company is approximately $1.5 billion, assuming minimal redemptions by Queen's Gambit's public shareholders, with existing Swvl shareholders expected to own approximately 65% of the combined company.  

Swvl's leadership team will remain intact, with Mostafa Kandil continuing as Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion. The Board of Directors of the combined company will include Mostafa Kandil, Victoria Grace and Lone Fonss Schroder, as well as six additional members to be appointed by Swvl prior to the closing, taking into account the right mix of skills, experience, diversity and viewpoints. The Board of Directors will also establish an advisory committee, including two members of Queen's Gambit, to focus on fostering continued diversity and inclusion as a public company.

The proposed transaction has been unanimously approved by the Boards of Directors of both Queen's Gambit and Swvl. The transaction is expected to close in the fourth calendar quarter of 2021, subject to customary closing conditions, including the approval of Queen's Gambit shareholders.

Barclays is serving as an M&A and capital markets financial advisor to Swvl and as a placement agent to Queen's Gambit in connection with the PIPE investment. Guggenheim Securities, LLC is serving as an M&A advisor to Queen's Gambit in connection with the transaction, and also as a placement agent in connection with the PIPE investment.

Cravath, Swaine & Moore LLP, Slaughter and May and Maples are serving as legal advisors to Swvl. Vinson & Elkins L.L.P. and Walkers are serving as legal advisors to Queen's Gambit.

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