Harvard Ave Acquisition Corporation (HAVA) entered into a definitive business combination agreement with OAG International Ltd on September 25, 2026. The agreement outlines a transaction structure where OAG will merge with and into HAVA, resulting in a newly formed entity known as OAG Pipeline Technologies Inc. Upon completion, OAG Pipeline Technologies Inc. is expected to be listed on the Nasdaq Stock Market LLC.
The proposed transaction involves two mergers. First, OAG Merger Sub I will merge with and into HAVA, with HAVA serving as the surviving entity. Following this, OAG Merger Sub II will merge with and into OAG, with OAG serving as the surviving entity. Both HAVA and OAG will become wholly-owned subsidiaries of the new combined company.
Under the terms of the agreement, the total merger consideration is $300,000,000. This amount is based on the valuation of OAG after giving effect to an OAG Restructuring. Shareholders of HAVA and OAG will receive ordinary shares of the combined company as consideration. The combined company’s ordinary shares are expected to have a par value of US$1.00 per share.
Both the boards of directors of HAVA and OAG have approved the agreement. The transaction is subject to regulatory approvals, shareholder approvals, and other customary closing conditions. HAVA and OAG are required to use reasonable best efforts to identify sources of financing in the form of equity investments totaling $30,000,000 within nine months after the closing of the transaction.
OAG is described as a global provider of specialized pipeline construction and integrity services for critical onshore and offshore energy infrastructure. The company has completed more than 200 projects across more than 27 countries. Its services include field joint coating, welding, and non-destructive testing.
