Swvl Inc., a Dubai-based provider of mass transit and shared mobility services, and Queen’s Gambit Growth Capital, a special purpose acquisition company led by women, 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 the Nasdaq under the ticker symbol “SWVL.”
Mostafa Kandil, Swvl founder and CEO, said, “We have succeeded in executing our business plan in some of the most challenging emerging markets, where inefficiencies in infrastructure and related mass transit systems represent a universal problem, and have now reached a critical inflection point where we are ready to share our expertise and technology with the rest of the world. Queen’s Gambit is an ideal partner, who shares our core values and is committed to helping accelerate Swvl’s long-term growth plans. With their partnership, as a public company, we will expand our daily commuting offerings and enterprise TaaS services that remove barriers to seamless mobility for the populations that need it most. In doing so, we will create even greater value for all stakeholders and continue innovating best-in-class technology solutions that improve the universal, daily struggle of mobility for so many.”
Victoria Grace, Queen’s Gambit founder and chief executive officer, said, “When forming Queen’s Gambit, I was squarely focused on assembling a team of highly successful and strategically-minded women with unparalleled global relationships, to identify and then grow a disruptive platform that solves complex challenges and empowers underserved populations. In Swvl, we have found each of those things and more. Having established a leadership position in key emerging markets, we believe Swvl is ready to capitalize on a truly global market opportunity. We look forward to working with their team to create significant and sustained value for investors and all stakeholders alike. We will bring to bear the collective financial and operational expertise of the Queen’s Gambit platform, for the benefit of Swvl and the communities that it serves, and believe this combination will serve as a catalyst for massive growth at scale.”
Betsy Atkins, member of the advisory board of Queen’s Gambit, said, “Since being introduced to Swvl, we have been impressed by the strength and expertise of their seasoned management team, the transformative nature of their platform, its potential to rapidly gain market share across new geographies, and the positive impact of its offerings on underserved communities. Swvl’s emphasis on ensuring women’s safety when using mass transportation is particularly important to Queen’s Gambit, given our focus on fostering diversity in society and empowering traditionally under-resourced populations to succeed. We look forward to uniting our teams’ complementary experience and to taking Swvl to new heights.”
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 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.
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 LLP and Walkers are serving as legal advisors to Queen’s Gambit.