Origo Acquisition Corporation (“Origo”) today announced that it has entered into a Merger Agreement with Aina Le’a, Inc., a residential and commercial real estate developer of distinctive master-planned communities in Hawaii. Pursuant to the terms of the Merger Agreement, Origo will merge with and into Aina Le’a Merger Sub, Inc., a newly formed subsidiary of Aina Le’a, and equity holders and warrant holders of Origo will become equity holders and warrant holders of Aina Le’a (the “Business Combination”).
Aina Le’a’s principal development project is a 1,099-acre residential and commercial master planned community called The Villages of Aina Le’a (“The Villages”). Located within the resort area on the Kohala Coast on the west coast of Hawaii’s “Big Island”, The Villages will offer a combination of single family home sites, local family townhouses, luxury townhouses, and estate lots, as well as a retail and commercial center, and golf course with lodge. Sloping elevations of approximately 150-550 feet above sea level will provide approximately 70% of all lots with sweeping ocean views of the Big Island’s famed “Gold Coast.” The development’s close proximity to Queen Kaahumanu Highway offers easy access to top beaches, restaurants, shopping, and the airport. The development plan for The Villages is structured in three phases, with Phase I construction underway. Phase I is comprised of a 61-acre development consisting of townhouse units, luxury villas, and single family lots.
Edward J. Fred, Chief Executive Officer of Origo, commented, “We actively searched for an acquisition target that has the opportunity to provide substantial returns to our investors and we believe that we found the right company in Aina Le’a. Hawaii has been consistently rated as one of the best places on earth to live and visit, combining reliably beautiful weather, active lifestyles, abundant renewable resources such as water and solar energy, and economic opportunity. We believe that Aina Le’a controls some of the most valuable and sought-after land assets in the world in a market that is characterized by a scarcity of new home supply. The Villages has been designed as a full-service international resort community, with more than 70% of the lots offering ocean views. Along with the support of an invested, world-class management team, we have great optimism for the future.”
Robert Wessels, CEO of Aina Le’a, stated, “Becoming a public company is an important chapter in our company’s development, and we expect that having the additional access to the capital markets will enhance our ability to execute our growth plan. In addition to completing The Villages development, we will seek to expand our reach, and diversify our asset base and revenue by investing in new markets that fit our stringent criteria. Our over-arching objective in managing the growth of Aina Le’a is to deliver long-term, sustainable shareholder value while providing some of the most desirable home locations in our industry.”
Under the terms of the Merger Agreement, upon the closing of the Business Combination, each ordinary share of Origo (including any Origo shares otherwise issuable with respect to the rights that were included as part of Origo’s units) will convert into common stock of Aina Le’a at a conversion ratio of 0.6 shares of Aina Le’a for each share of Origo, and each outstanding warrant to acquire ordinary shares of Origo will be exchanged for a warrant to acquire ordinary shares of Aina Le’a, which replacement Aina Le’a shares and warrants will be registered securities. The approximately $32.6 million currently held in Origo’s trust account will be used by Aina Le’a as working capital, less amounts required to fund redemptions by Origo’s public stockholders, if any, and the payment of Origo’s transaction fees and expenses and outstanding Origo loans. Aina Le’a expects to apply to list its common stock and warrants on the Nasdaq Capital Market following the closing of the Business Combination.
Aina Le’a’s board of directors will be expanded to seven directors, and will include two directors from Origo as independent directors. Management of Aina Le’a is not expected to change in connection with the Business Combination.
The Business Combination is subject to the approval of Origo’s stockholders, as well as other closing conditions.
EarlyBird Capital, Inc. is acting as financial advisor to Origo, and Chardan Capital is acting as advisor to Aina Le’a. Ellenoff Grossman & Schole LLP is acting as legal advisor to Origo, and Greenberg Traurig is acting as legal advisor to Aina Le’a.