WiMi Hologram Cloud, Inc. (“WiMi” or the “Company”) (NASDAQ: WIMI) today announced that WiMi, VIYI Algorithm Inc., (“VIYI Algo”), a company controlled by WiMi, and Venus Acquisition Corporation (Nasdaq: VENA) (“Venus”), a publicly traded special purpose acquisition company, have entered into a definitive merger agreement. A newly created merger subsidiary of Venus will be merged with and into VIYI Algo with VIYI Algo being the surviving entity and becoming Venus’s wholly owned subsidiary. Upon closing of the transaction, Venus will change its name to MicroAlgo Inc. and continue as a Cayman Islands exempted company.
The merger is structured as a stock for stock transaction and is intended to qualify as a tax-free reorganization. The terms of the merger provide for a valuation of VIYI Algo and its subsidiaries and businesses of US $400,000,000. VIYI Algo is dedicated to the development and application of bespoke central processing algorithms. Central processing algorithms refer to a range of computing algorithms, including analytical algorithms, recommendation algorithms, and acceleration algorithms. VIYI Algo provides comprehensive solutions to customers by integrating central processing algorithms with software or hardware, or both, thereby helping them to increase the number of customers, improve end-user satisfaction, achieve direct cost savings, reduce power consumption, and achieve technical goals. The range of VIYI Algo’s services include algorithm optimization, accelerating computing power without the need for hardware upgrades, lightweight data processing, and data intelligence services. VIYI Algo’s ability to efficiently deliver software and hardware optimization to customers through bespoke central processing algorithms serves as a driving force for VIYI Algo’s long-term development.
Currently, VIYI Algo is focused on developing and delivering central processing algorithm solutions to customers engaged in internet advertisement and gaming, and intelligent chips. VIYI Algo’s customer base is rapidly growing due to a general demand for more efficient data processing in various industries driven by the growing internet population and prevalence of AI. In the mid-to-long term, VIYI Algo will continue to adhere to its strategic mindset. By improving upon each iteration of VIYI Algo’s one-stop intelligent data management solutions made possible by its proprietary central processing algorithm services, VIYI Algo can help customers to enhance their service efficiency and make model innovations in business, and actively enhance the industry value of the central processing algorithm services in the general field of data intelligent processing industry.
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The boards of directors for both Venus and VIYI Algo have approved the proposed merger, which is expected to be completed by the end of third quarter of 2021, subject to, among other things, the approval by Venus’ shareholders of the merger and other customary closing conditions, such as the U.S. Securities and Exchange Commission (the “SEC”) completing its review of the registration/proxy statement and Nasdaq’s approval for listing shortly.
Advisors
DLA Piper is acting as U.S. legal advisor to WiMi Hologram Could Inc. and VIYI Algorithm Inc. Maples and Calder (Hong Kong) LLP is acting as Cayman Islands legal advisor to VIYI Algorithm Inc. and Zhuo Ne Law Firm is acting as its PRC advisor.
Becker & Poliakoff is acting as U.S. legal advisor to Venus and Ogier is acting as its Cayman Islands legal advisor.
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