Swvl Announces Business Combination With Queen's Gambit Growth Capital (GMBT)

July 28, 2021 9:16 AM EDT

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Swvl Inc. ("Swvl" or the "Company"), a Dubai-based provider of transformative mass transit and shared mobility solutions, and Queen's Gambit Growth Capital ("Queen's Gambit") (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".

Market Opportunity

Swvl, co-founded by Mostafa Kandil in 2017 when he was just 24 years old, is transforming the $1 trillion global mass transit market. The Company's proprietary mobility solutions, powered by cutting-edge technology, are helping to solve mass transit supply and demand challenges in complex, emerging markets – empowering massively underserved communities with transportation solutions that are reliable, convenient, safe, and affordable. Featuring diversified transit offerings that, in just a few short years, have evolved from daily commuting to inter-city retail travel, to Transport as a Service ("TaaS") offerings for businesses, schools, universities and other critical service organizations, Swvl is poised to take the next step in its evolution. With clear strategic direction, a proven management team and demonstrated business model, Swvl is ideally situated for existing and new market expansion.

Mostafa Kandil, Swvl Founder and CEO, said, "Mass transit systems in cities around the world are riddled with deficiencies, resulting in congestion, environmental concerns and reduced productivity. In certain emerging market cities, commuter round-trip wait times are often greater than 40 minutes2 and, in one major city, upwards of 80% of women reported that they have experienced harassment on public transport.3 Even in developed markets, the societal cost imposed by a lack of mass transit solutions can be staggering. In the United States, for instance, the annual cost of traffic is estimated to be $88 billion,4 and in many parts of the world current alternatives to mass transit are prohibitively expensive. To address these problems, we founded Swvl with a simple but ambitious goal – to empower all people to go where they want to, when they want to, and to feel comfortable doing it."

Established Leadership Position

In just four years, Swvl has become the industry leader in mass transit across 10 cities in Egypt, Kenya, Pakistan, the UAE, Saudi Arabia and Jordan. Swvl's gross revenue and markets have grown rapidly, with more than 1.4 million riders booking more than 46 million rides to date with thousands of drivers on Swvl's platform. Swvl's established user base has a track record of loyalty, with more than 20% of inter-city riders opting to use multiple platform offerings. Further, the Company empowers drivers in emerging markets – who frequently experience income uncertainty from existing mass transit operations – to earn approximately double that of other ride-sharing platforms.

With its TaaS offerings, Swvl has already enabled more than 100 organizations around the world to reduce costs through dynamic routing, network planning, demand estimation, fleet optimization, and other leading transit services. With continued momentum in its TaaS offerings, the Company is well positioned to launch its high-margin SaaS solutions for institutions that maintain their own fleet and seek further efficiencies through advanced routing and planning capabilities.

Mr. Kandil added, "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."

Partnership with Queen's Gambit

In alignment with Queen's Gambit, Swvl is a mission-driven company that is focused on removing barriers to social and economic opportunity, while reducing the carbon footprint of megacities through its offerings. The combined company will draw upon Queen's Gambit's distinguished team of highly successful women, each of whom are at the forefront of their respective industries, have deep investment experience, and boast proven track records of successful ventures at public companies and in governance roles.

Agility, a global supply chain leader operating in many of Swvl's key markets, has made a significant capital commitment in Queen's Gambit and the combined company. In addition, Zain, a leading mobile voice and data services operator with nearly 50 million active customers across many of Swvl's current markets, has invested in the combined company. As such, Swvl believes there may be opportunities for strategic and operational collaboration with Agility and Zain, which could accelerate its global expansion, increase user engagement and expand its SaaS/TaaS client base.

Victoria Grace, Queen's Gambit Founder & 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."

Ms. Grace added, "We are grateful for the tremendous support received from a host of investors. We believe the proposed transaction terms allow investors to enjoy a substantial discount to Swvl's intrinsic value and multiples, as compared to key comparables."

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."

Investment Highlights

Queen's Gambit believes the proposed transaction with Swvl presents a compelling investment opportunity for shareholders, for a number of reasons, including:

Swvl's Proven Track Record and Competitive Advantages:

  • A demonstrated track record of exponential growth with 430% compounded annual gross revenue growth over the past four years (2017 – 2020);
  • TaaS offerings that have grown gross revenue per client by 4x over the past two years with an approximately 115% net dollar retention;
  • Forecasted 2021 gross revenue of $79 million through December, as compared to 2020 gross revenue of approximately $26 million;
  • Forecasted gross revenue of $141 million in 2022 and $403 million in 2023;
  • Business expects to achieve 15% EBITDA margin profitability over the longer term;
  • Differentiated proprietary technology stack that includes:
    • Dynamic routing, which reduces walk to station distances;
    • Cross utilization of vehicles, which increases rides per vehicle and helps maintain high vehicle retention rates;
    • Dynamic consumer pricing that has meaningfully grown gross revenue per user and enabled strong gross revenue retention;
    • Established data infrastructure, growth cycle and enhanced supply economics of the platform, which creates a robust cost barrier for competitors;
  • An asset light business; and
  • A seasoned team that effectively managed through COVID-19 despite months of complete lockdown in key operating markets.

Multiple Growth Levers:

  • Clear strategic plan and objective to achieve ~$1bn in annual gross revenue and be operating in 20 countries on 5 continents (Africa, South America, North America, Europe & Asia) by 2025;
  • Proven and compelling platform network effects – adding drivers and vehicles enables incremental route creation, reducing costs per KM through scale economics as well as walking to station distance, which attracts more users and increases willingness to pay;
  • Full-portfolio expansion planned in other emerging markets, such as Latin America; and
  • High margin opportunity for SaaS-led expansion across large and growing market.
    • SaaS business provides runway for significant margin expansion and further penetration with high-value corporate, institutional and municipal clients.

Strong ESG principles:

  • Affordable, convenient and safe transportation that drives social and economic equity for all, while creating employment opportunities across emerging markets;
  • Reduced congestion by an estimated 14.4 million person-hours through optimized shared mobility since inception5; and
  • Prevention of approximately 245 million pounds of CO2 emissions since inception relative to single-rider options.6

Key Transaction Terms

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.

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