So essentially the NASDAQ company is a Special Purpose Acquisition Company - Lionheart III. This company gets pumped with cash (majority of the cash here is held in trust under safe US government securities) and lists on an exchange. It basically sits there doing f all apart from seeking out a suitable target company to complete a transaction with. During this search period the SPAC only incurs minor listing related fees and any fees incurred in undertaking due diligence/prelim costs with entering into a transaction agreement.
This agreement can be in multiple forms for e.g. copied and pasted from the Scheme Implementation Deed - "an offer, proposal, transaction orarrangement (whether by way of stock purchase, tender offer, exchange offer, merger,consolidation, share exchange, business combination, joint venture, reorganization,recapitalization, takeover bid, scheme of arrangement, capital reduction, buy back, sale,lease or assignment of assets, sale or issue of securities, reverse takeover bid etc."
The target Company is usually seeking a quicker listing without going through the IPO process.
Now the headline valuation numbers of SXM being valued at US$200m in this announcement are essentially calculated based on the current market capitalisation of Lionheart III which is US$160m. Under the Scheme Implementation Deed, SXM will basically have an ownership % of 55.5% of the merged entity and existing Lionheart III shareholders 44.5%. This % ownership is simply a negotiation point on the post transaction capital structure and would be based on some sort of behind the scenes background valuation work completed by both parties. Total implied valuation is simply US160m/44.5% = $360m. SXM's implied valuation based on this simple implied valuation is US$360m x 55.5% = US$200m.
Is this the real fair value? Simple answer is no but what can be answered for the minimum cash backed valuation of SXM, without attributing any value whatsoever to it's actual business upon completion of the transaction is as follows:
Cash remaining in the merged entity upon completion: US$116m - subject to Lionheart’s public stockholders right to redeem their shares - could reduce cash if not all redeemed.
Cash attributed to SXM: US$116m x 55.5% = US$69.93m
Cash in AUD = $99.9
Current market cap of SXM = AUD$45.63m
Immediate uplift potential to share price on the simple cash backed valuation and without taking into account any dilution of options etc. on issue should be at least 55c.
Now there will be a bunch of dilution impacts and other costs that will have an impact on the actual fair value to current SXM shareholders such as any options issued as part of the transaction etc.
An independent expert report will be issued for SXM shareholders which will essentially state whether the transaction is fair and reasonable to SXM shareholders before and after the transaction. This will be issued alongside the notice of meeting to vote on the transaction.
With limited research on SXM, the cash backing alone upon completion of the merger looks like value to me personally so entered today.
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