Orrick Advises VNV Global on Swvl's SPAC Merger


Orrick is advising VNV Global on its portfolio company Swvl’s definitive agreement to become publicly traded via a merger with Queen’s Gambit Growth Capital (NASDAQ:GMBT), a publicly-traded special purpose acquisition company. Upon closing of the transaction, the combined company will operate as Swvl Holdings Corp and plans to trade on Nasdaq under the symbol “SWVL.”

The transaction implies a pro forma enterprise valuation for Swvl of approximately $1 billion and pro forma equity value of approximately $1.5 billion, and assumes the receipt by the combined entity of approximately $445 million in cash following the closing. The definitive merger agreement contemplates that existing Swvl shareholders, including VNV Global will roll-over and retain 100% of their existing equity owning approximately 65% of the combined entity’s pro forma equity.

The transaction is expected to close in the fourth quarter of 2021, subject to Queen’s Gambit shareholder approval and satisfaction of other customary closing conditions.

The Orrick team advising VNV Global includes Shawn Atkinson and Ed Dyson.