- Combination will enable Forbes to further capitalize on its
successful digital transformation, pursue additional growth
opportunities and fully recognize the strength and potential of its
iconic global brand
- The combined company has secured an additional US$400 million via PIPE that includes
funds and accounts managed by top-tier institutional
investors
- The combined company will continue to be led by the current
management team and will retain the Forbes name. Upon the closing
of the transaction, Forbes will list on the New York Stock Exchange
under the ticker symbol "FRBS"
NEW YORK, Aug. 26, 2021 /PRNewswire/ -- Forbes
Global Media Holdings Inc., the iconic business information brand
that convenes and curates the most influential leaders driving
change, and Magnum Opus Acquisition Limited (NYSE: OPA), a publicly
traded special purpose acquisition company focusing on global
consumer, technology and media sectors, announced today that they
have entered into a definitive business combination agreement. The
transaction is expected to close in late fourth quarter 2021 or
early first quarter 2022 and will enable Forbes to further
capitalize on its successful digital transformation, using
technology and data-driven insights to create more deeply engaged
audiences, and associated high-quality and recurring revenue
streams.
Forbes' existing management team of industry veterans, all of
whom have been instrumental in Forbes' digital transformation and
recent record business results, will continue to manage the
combined company upon completion of the transaction under the
leadership of Chief Executive Officer Mike
Federle.
The Forbes brand today reaches more than 150 million people
worldwide through its trusted journalism, signature LIVE events,
custom marketing programs and 45 licensed local editions covering
76 countries. Forbes' brand extensions include real estate,
education and financial services license agreements. Through its
digital platforms, Forbes is among the top 50 most visited websites
on the internet. Among its competitive set, Forbes consistently
ranks as the most consumed business information brand across highly
desired audience segments and age demographics, according to data
from Comscore. For 104 years, Forbes' editorial mission has been
consistent: to give people the knowledge, resources, inspiration
and connections they need to achieve success. This mission has
created a powerful hub for entrepreneurs and business communities
around the world and has played an important role in connecting
people with trusted information and insight amidst a rapidly
evolving market.
The transaction will help Forbes maximize its brand and
enterprise values and use its propriety technology stack and
analytics to convert readers into long-term, engaged users of the
platform, including through memberships and recurring subscriptions
to premium content and highly targeted product offerings.
The combined company will announce new, independent members to
its Board of Directors at a later date. Diversity and inclusion are
core components of Forbes' culture, and the Board of Directors will
reflect these values.
"Leveraging our iconic global brand, Forbes has been executing a
data-led platform strategy and is fast becoming the gateway for
businesses, entrepreneurs and consumers to join the conversations
and participate in the trends that are shaping the world today,"
said Mike Federle, CEO of
Forbes. "With this transition into a publicly traded company,
Forbes will have the capital to accelerate growth by executing its
differentiated content and platform strategy and fully realize the
potential of our iconic brand."
"It has been exciting to watch the Forbes management team
successfully complete a digital transformation since we have been
involved, and then deliver record annual returns," said TC Yam,
Executive Chairman of Integrated Whale Media, which acquired a
majority stake in Forbes in 2014. "This is a testament to the
outstanding, seasoned executive team, the consistently trusted
quality of Forbes journalism and the dedication of the entire
Forbes team. Now, it is time for the next exciting chapter in the
Forbes narrative, one in which we are happy to remain involved as a
significant investor and partner with the world class institutional
and strategic investors at Magnum Opus."
"The Forbes platform is defined by high-quality, high-impact
journalism, product offerings and a loyal user base," said
Jonathan Lin, Chairman and CEO of
Magnum Opus. "We are pleased to partner with the experienced
management team to support initiatives to accelerate growth in
high-quality and recurring revenue verticals. Forbes has expansive
reach and is successfully broadening and deepening engagement
through data-informed content curation that delivers what each
Forbes user cares most about. The strategy fits perfectly with
Magnum Opus' strategy to support enterprises leveraging
digitalization to craft more tailored user experiences, and big
data analytics to create a positive feedback loop and multiple
touchpoints with consumers."
Transaction Overview
The transaction values the combined company at an implied pro
forma enterprise value of $630 million, net of tax benefits.
The transaction has been approved by the boards of directors of
both Forbes and Magnum Opus. The transaction is expected to close
in late fourth quarter 2021 or early first quarter 2022, subject to
the satisfaction of customary closing conditions, including the
approval of Magnum Opus' shareholders.
The transaction is expected to raise approximately
$600 million of gross proceeds consisting of the contribution
of approximately $200 million of cash held in Magnum Opus'
trust account, assuming no redemptions by the public shareholders
of Magnum Opus, and $400 million of additional capital through
a private placement of ordinary shares of the combined company
("PIPE") priced at $10.00 per share
from funds and accounts managed by top-tier institutional
investors.
Assuming no redemptions by the public shareholders of Magnum
Opus, Forbes shareholders will own approximately 22% of the
combined company at closing. Forbes will be capitalized with up to
$145 million in cash.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Magnum Opus with the Securities and Exchange Commission
("SEC") and available at www.sec.gov.
A presentation and webcast with the management of Forbes and
Magnum Opus regarding the transaction will be made available on
Forbes' website at Forbes.com/ir and on Magnum Opus' website at
opusacquisition.com.
Advisors
Kirkland & Ellis is acting as legal advisor and Credit
Suisse is acting as capital markets advisor to Magnum Opus.
Cadwalader, Wickersham & Taft LLP is acting as legal advisor to
Forbes. JonesTrading Institutional Services is acting as placement
agent on the PIPE and King & Spalding LLP is acting as legal
advisor to JonesTrading.
About Forbes
Forbes champions success by celebrating those who have made it,
and those who aspire to make it. Forbes convenes and curates the
most influential leaders and entrepreneurs who are driving change,
transforming business and making a significant impact on the world.
The Forbes brand today reaches more than 150 million people
worldwide through its trusted journalism, signature LIVE and Forbes
Virtual events, custom marketing programs and 45 licensed local
editions covering 76 countries. Forbes Media's brand extensions
include real estate, education and financial services license
agreements. For more information, visit the Forbes News Hub or
Forbes Connect.
About Magnum Opus
Magnum Opus Acquisition Limited is a special purpose acquisition
company sponsored by L2 Capital, a private investment firm. Magnum
Opus is a partnership of enterprise builders and public and private
market investment specialists with extensive experience operating
and investing throughout the business life cycle from founding,
scaling operations through public listing. Magnum Opus aims to
partner with public ready enterprises at the forefront of
convergence of consumption and technology. Magnum Opus' mission is
to support companies to realize their vision as they embark on
their journey into the public markets and face new opportunities,
challenges and stakeholders.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of section 27A of the Securities Act and section 21E of
the Exchange Act that are based on beliefs and assumptions and on
information currently available to Magnum Opus and Forbes. In some
cases, you can identify forward-looking statements by the following
words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict,"
"project," "potential," "continue," "ongoing," "target," "seek" or
the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans as they relate to the proposed transaction, are
also forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking
statements. Although each of Magnum Opus and Forbes believes that
it has a reasonable basis for each forward-looking statement
contained in this communication, each of Magnum Opus and Forbes
caution you that these statements are based on a combination of
facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement relating to the
proposed transaction, which is expected to be filed by Magnum Opus
with the SEC and other documents filed by Forbes or Magnum Opus
from time to time with the SEC. These filings may identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those expressed
or implied in the forward-looking statements. Forward-looking
statements in this communication include statements regarding the
proposed transaction, including the timing and structure of the
transaction, the proceeds of the transaction and the benefits of
the transaction. Neither Magnum Opus nor Forbes can assure you that
the forward-looking statements in this communication will prove to
be accurate. These forward-looking statements are subject to a
number of risks and uncertainties, including the ability to
complete the business combination due to the failure to obtain
approval from Magnum Opus's shareholders or satisfy other closing
conditions in the business combination agreement, the occurrence of
any event that could give rise to the termination of the business
combination agreement, the ability to recognize the anticipated
benefits of the business combination, the amount of redemption
requests made by Magnum Opus's public shareholders, costs related
to the transaction, the impact of the global COVID-19 pandemic, the
risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the transaction,
the outcome of any potential litigation, government or regulatory
proceedings and other risks and uncertainties, including those to
be included under the heading "Risk Factors" in the proxy statement
to be filed by Magnum Opus with the SEC and those included under
the heading "Risk Factors" in the Magnum Opus's final prospectus
relating to its initial public offering dated March 23, 2021 and other filings with the SEC. In
light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a
representation or warranty by Magnum Opus, Forbes, their respective
directors, officers or employees or any other person that Magnum
Opus and Forbes will achieve their objectives and plans in any
specified time frame, or at all. The forward-looking statements in
this communication represent the views of Magnum Opus and Forbes as
of the date of this communication. Subsequent events and
developments may cause those views to change. However, while Magnum
Opus and Forbes may update these forward-looking statements in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
Magnum Opus or Forbes as of any date subsequent to the date of this
communication.
Important Information and Where to Find it
In connection with the proposed transaction, Magnum Opus will
file a preliminary proxy statement and a definitive proxy statement
with respect to the shareholders meeting of Magnum Opus to vote on
the proposed transaction. Shareholders of Magnum Opus and other
interested persons are encouraged to read, when available, the
preliminary and definitive proxy statements as well as other
documents to be filed with the SEC because these documents will
contain important information about Magnum Opus, Forbes and the
proposed transaction. The definitive proxy statement will be mailed
to shareholders of Magnum Opus as of a record date to be
established for voting on the proposed transaction. Once available,
shareholders of Magnum Opus will also be able to obtain a copy of
the proxy statements and other documents filed with the SEC without
charge, by directing a request to: Unit 1009, ICBC Tower, Three
Garden Road, Central, Hong Kong.
The preliminary and definitive proxy statements, once available,
can also be obtained, without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Magnum Opus and Forbes and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the potential transaction
described in this communication under the rules of the SEC.
Information about the directors and executive officers of Magnum
Opus and their ownership is set forth in Magnum Opus's filings with
the SEC, including its final prospectus relating to its initial
public offering dated March 23, 2021.
Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Magnum Opus shareholders in connection with the potential
transaction will be set forth in the preliminary and definitive
proxy statements when those are filed with the SEC. These documents
are available free of charge at the SEC's website at www.sec.gov or
by directing a request to: Unit 1009, ICBC Tower, Three Garden
Road, Central, Hong Kong.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Magnum Opus or Forbes, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
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SOURCE Magnum Opus Acquisition Limited