With respect to Affle Global Pte. Ltd. (“AGPL”) minority shareholding in OSLabs Pte. Ltd. (“OSLabs” or “Indus OS”), AGPL finds that 100+ media stories were reported mostly with PhonePe’s bias on the OSLabs related matters including PhonePe’s alleged 92% acquisition of OSLabs, USD60Mn valuation of OSLabs, court cases, arbitration, ethics and more. In contrast to the PhonePe and OSLabs founders/CEO venting unsubstantiated claims in the media, AGPL has maintained restraint with our no spokesperson policy even though we had favourable arbitration orders well before the media trial began.
On May 15, 2021, AGPL achieved the SIAC emergency arbitration interim order that restricted OSlabs, its founders and key shareholders from transferring approx. 20% equity ownership to PhonePe until the Right Of First Refusal (“ROFR”) is duly offered to the existing shareholders of OSLabs. Despite this win, AGPL did not go to the media with any statement on OSLabs or PhonePe. However, around May 19, 2021, post the SIAC emergency arbitration orders, the media without sufficient checks started reporting that PhonePe is set to or has acquired 92% OSLabs valuing OSLabs at USD60Mn.
On May 31, 2021, AGPL won the Singapore Court orders invalidating resolutions related to PhonePe transactions and placed an injunction on any further transfer of shares to PhonePe & voting restrictions related orders as defined below. AGPL still did not issue any media statement. However, around June 12, 2021, PhonePe’s CEO issued media statements venting his personal frustration with VenturEast with respect to a complaint already in Singapore courts.
On June 18, 2021, AGPL won the orders that require the EGM to be held properly by OSLabs and wherein PhonePe will not be allowed to vote as their shares were registered without proper resolutions unless such transfers are validated by the Arbitration Tribunal. The injunction orders on further registration of shares to PhonePe as well as any other furtherance of PhonePe transactions were ordered as defined below.
Today, AGPL decided to respond with this media statement to provide the answers to all the 100+ media stories published till date so that our truth of this matter is placed on record as per the justice delivered by honourable Singapore Court orders and SIAC arbitration orders made till date.
- AGPL has over 25% legal and beneficial voting rights in OSlabs and approx. 23% ownership on a fully diluted basis. AGPL is a long-term investor and expects to unlock greater growth in future with continued OEM partnerships. AGPL has confirmed that it values OSLabs at USD90Mn+ valuation and is clearly not selling to PhonePe at USD60Mn. Founders and key shareholders of OSLabs are not allowed to sell 20% shares to PhonePe at USD60Mn without offering ROFR rights to AGPL. So, there is at least 45% of the alleged 92% acquisition ambition of PhonePe that it cannot purchase post the May 15, 2021 SIAC emergency arbitration order. So any media publications about this alleged 92% acquisition must be updated.
- As on date, PhonePe has failed to acquire shares/rights of Samsung Ventures (~20%), AGPL (~25%) and OSlabs Founders and key shareholders (~20%).
- AGPL initiated arbitration proceedings to seek its ROFR rights, information rights and fundamental shareholders rights which are clearly stated in the Shareholders Agreement. These rights are being denied unfairly by OSLabs founders and 3 PhonePe employees acting as board members of OSlabs.
- In May 2021, AGPL initiated Singapore High Court proceedings to get further protection against invalid resolutions and to suspend PhonePe voting, etc. During the court proceedings as well as in the arbitration process, the digital evidence was placed on record showing that the termsheet signed between OSLabs and others was invalid as on March 12, 2021. Shockingly, the dates and signature pages of the termsheet were allowed to be tampered to extend the expired validity without consent, to facilitate the deal with PhonePe.
- On June 18, 2021, due justice was delivered to AGPL and PhonePe was defeated in the legal battles as per the orders made. PhonePe has failed to achieve its 92% acquisition ambition which was being pursued in complete disregard to the existing shareholder agreements and related corporate governance norms. The justice delivered is as below:
- The OSlabs resolutions circulated on May 3, 2021 for PhonePe’s 92% acquisition of OSlabs were deemed invalid.
- The OSlabs resolutions circulated on May 5, 2021 for issuance of new shares that aimed to dilute existing shareholders were also deemed invalid.
- It, therefore follows that any corporate actions taken by OSLabs as per the invalid resolutions may be deemed invalid unless explicitly validated by SIAC arbitration tribunal. PhonePe will therefore not be allowed to exercise its voting rights in the OSLabs upcoming general meeting.
- Further, the Singapore High Court has ordered an interim injunction to stop OSLabs from registering any further share transfers related to PhonePe’s 92% acquisition transaction until further compliances or take any further actions with respect to the PhonePe’s USD60Mn acquisition attempt of OSLabs except that a general meeting be convened where PhonePe is not allowed to vote.
In response, PhonePe filed some complaints in Singapore courts with respect to the VenturEast share sale in May 2021. AGPL believes that PhonePe CEO should maturely wait for the honourable courts to review the merits of any alleged complaints that are solely under Singapore jurisdiction and not prematurely vent personal frustration & allegations in the media.
AGPL, despite having valid complaints and related wins in the arbitration & court orders, has avoided media statements till date. We strongly respect the ethics and sanctity of fair journalism and have waited patiently for justice to be delivered before making this media statement today.
