The board of directors of MNG Havayolları ve Taşımacılık A.Ş.
(“MNGA”) has announced its intent to distribute a cash dividend of
TRY 662 million (TRY 16.76 per ordinary share), or approximately
$35 million ($0.89 per ordinary share) based on the exchange rate
from S&P CapitalIQ as of February 17, 2023, for the fiscal year
2022 subject to the approval of its shareholders in its upcoming
general assembly to holders of record of MNGA’s ordinary shares as
of the general assembly date.
Assuming the previously announced proposed business combination
with Golden Falcon Acquisition Corp. (“Golden Falcon”) is
consummated, and the Available Cash Condition (as defined in the
business combination agreement) of $30 million is satisfied, on a
pro forma basis, this dividend would equate to $0.55 per ordinary
share, resulting in a 5.5% dividend yield based on an illustrative
$10.00 price per share. MNGA expects to distribute a cash dividend
for the fiscal year 2023 on a constant-currency basis and intends
to maximize its future dividend payments, subject to applicable
local accounting and regulatory requirements, including, among
other things, MNGA’s results of operations, financial condition,
cash requirements, contractual restrictions and other factors that
the board of directors may deem relevant. In addition, MNGA’s
ability to pay dividends may be limited by covenants of any
existing and future outstanding indebtedness MNGA or its
subsidiaries incur. MNGA may also distribute advanced dividends,
which would allow for dividend payments more than once per year, in
accordance with the applicable law.
Sedat Özkazanç, MNGA’s Chief Executive Officer, commented, “Our
ability to distribute this dividend and establish our dividend
policy going forward demonstrates our confidence in our ability to
continue to operate profitably.”
Important Information About the Proposed Transaction and
Where to Find It
This communication relates to a proposed transaction between
MNGA and Golden Falcon Acquisition Corp. (“Golden Falcon”) pursuant
to a business combination agreement, dated as of December 6, 2022,
by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware
limited liability company and a direct, wholly-owned subsidiary of
MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited
liability company and a direct, wholly-owned subsidiary of HoldCo
(“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability
company and a direct, wholly-owned subsidiary of HoldCo and Merlin
Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of IntermediateCo (the “proposed transaction”). In
connection with the proposed transaction, MNGA intends to publicly
file a registration statement on Form F-4 (the “Form F-4”) with the
SEC, which will include a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to
be distributed to holders of shares of Golden Falcon’s common stock
in connection with Golden Falcon’s solicitation of proxies for the
vote by its stockholders with respect to the proposed transaction
and other matters as may be described in the definitive proxy
statement, as well as a prospectus relating to the offer and sale
of the securities of MNGA to be issued in the proposed transaction.
The definitive proxy statement/prospectus will be sent to all
Golden Falcon stockholders as of a record date to be established
for voting on the transaction. Golden Falcon also will file other
documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security
holders of Golden Falcon are urged to read the registration
statement, the proxy statement/prospectus, and amendments thereto,
and the definitive proxy statement/prospectus in connection with
Golden Falcon’s solicitation of proxies for its stockholders’
meeting to be held to approve the transaction, and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about Golden
Falcon, MNGA and the proposed transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by MNGA and Golden Falcon through the website maintained by the
SEC at www.sec.gov. The documents filed by MNGA and Golden Falcon
with the SEC also may be obtained free of charge at Golden Falcon’s
website at www. goldenfalconcorp.com or upon written request to:
Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204,
Newark, DE 19711.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS
COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this communication,
including statements regarding MNGA’s intent and ability to pay
dividends both now and in the future and ability to continue to
operate profitably are forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words, including “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors, which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by Golden Falcon and its management, and MNGA
and its management, as the case may be, are inherently uncertain
and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to:
the risk that MNGA will be unable to satisfy the legal and
accounting requirements to pay dividends in the future; the
inability of the parties to raise capital or retain in trust at
least $30 million in connection with the proposed transaction; the
risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect the price of Golden
Falcon’s securities; the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the business combination agreement by the stockholders of Golden
Falcon; failure to satisfy the minimum cash amount following
redemptions by Golden Falcon’s public stockholders in connection
with the stockholder vote to extend the business combination
deadline and the stockholder vote to approve the business
combination agreement and the transactions contemplated thereby;
failure to receive certain governmental and regulatory approvals;
the lack of a third party valuation in determining whether or not
to pursue the proposed transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the business combination agreement; costs related to
the proposed transaction; actual or potential conflicts of interest
of Golden Falcon’s management with its public stockholders; the
effect of the announcement or pendency of the proposed transaction
on MNGA’s business relationships, performance, and business
generally; risks that the proposed transaction disrupts current
plans of MNGA and potential difficulties in MNGA’s employee
retention as a result of the proposed transaction; the outcome of
any legal proceedings that may be instituted against MNGA or
against Golden Falcon related to the business combination agreement
or the proposed transaction; failure to realize the anticipated
benefits of the proposed transaction; the inability to meet and
maintain the listing of Golden Falcon’s securities (or the
securities of MNGA) on the NYSE; the risk that the price of Golden
Falcon’s or MNGA’s securities may be volatile due to a variety of
factors, including macro-economic and social environments affecting
MNGA’s business and changes in the combined capital structure; the
inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities; the risk that MNGA
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; the risk
that the post-combination company experiences difficulties in
managing its growth and expanding operations; negative economic
conditions that could impact MNGA and the air cargo business in
general; factors that affect air cargo companies generally; changes
in, and MNGA’s ability to comply with, laws and government
regulations, particularly, the civil aviation regulatory framework;
competition in the air cargo industry; reduction in demand for
MNGA’s cargo or charter operations, including as a result of
reductions in global trade growth or e-commerce activity,
government reduction or limitation of operating capacity; risks
associated with MNGA doing business in emerging markets; conflict
and uncertainty in neighboring countries; and other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Golden
Falcon’s Annual Report on Form 10-K which was filed by Golden
Falcon on March 31, 2022 (the “2021 Form 10- K”) and subsequently
filed Quarterly Reports on Form 10-Q, as such factors may be
updated from time to time in Golden Falcon’s filings with the SEC,
the Form F-4 and the proxy statement/prospectus contained therein.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Golden Falcon and MNGA caution that the foregoing list of factors
is not exclusive.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Golden
Falcon nor MNGA gives any assurance that either Golden Falcon or
MNGA or the combined company will achieve its expected results.
Neither Golden Falcon nor MNGA undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
MNGA and Golden Falcon and their respective directors and
officers and other members of management may, under SEC rules, be
deemed to be participants in the solicitation of proxies from
Golden Falcon stockholders with the proposed transaction and the
other matters set forth in the proxy statement/prospectus.
Information about Golden Falcon’s directors and executive officers
is set forth in Golden Falcon’s filings with the SEC, including the
2021 Form 10-K. Additional information regarding the direct and
indirect interests, by security holdings or otherwise, of those
persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described above under “Important Information.”
No Offer or Solicitation
This communication is for information purposes only and shall
not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction and is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
buy, sell or solicit any securities or any proxy, vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230223005687/en/
For Golden Falcon Media Inquiries Salamander Davoudi,
Tancredi Intelligent Communication,
fullcirclecapital@tancredigroup.com
For MNGA Media Inquiries Ipek Akyildiz, Corporate
Communications Manager, ipek.akyildiz@mngairlines.com Michael
Bowen, Managing Director, ICR Inc, MNGAirlines@icrinc.com
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