Item 1.01
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Entry Into A Material Definitive Agreement.
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Business Combination Agreement
On August
26, 2021, Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), entered into a Business Combination
Agreement (the “Business Combination Agreement”) with Integrated Whale Media Investment Inc., a BVI business company
incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”) and shareholders’ representative (the
“Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of
Delaware (“Highlander”, and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a BVI business company
incorporated in the British Virgin Islands (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated
in the British Virgin Islands (“FGMH”). Each of the Company, IWM, Highlander, FGH and FGMH are individually referred to herein
as a “Party” and, collectively, the “Parties.” The time of the closing of the Business Combination is referred
to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing
Date.”
The Business Combination Agreement and the transactions contemplated
thereby were approved by the board of directors of the Company.
The Business Combination and
Consideration
Subject to, and in accordance
with, the terms and conditions of the Business Combination Agreement, on the Closing Date the Company will purchase from IWM and Highlander
all of the shares of FGH and FGMH, and the outstanding options of FGMH held by each optionholder will be surrendered, in each case in
exchange for a combination of cash and newly issued shares of the Company. Following the consummation of the transactions, the Company
will directly or indirectly hold 100% of the issued share capital of FGH and FGMH.
In accordance with the terms
and subject to the conditions of the Business Combination Agreement, the aggregate consideration payable to IWM, Highlander and the optionholders
will be valued at $620,000,000, subject to adjustments for cash and outstanding indebtedness of the target companies as of the Closing,
transaction expenses and net working capital relative to a target (the “Closing Consideration”), and will be paid in a combination
of cash and shares of the Company. The Closing Consideration will be allocated among IWM, Highlander and optionholders on a pro rata basis
(with respect to the optionholders, on a net “cashless” exercises basis). The aggregate cash consideration will be an amount
equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement
(as defined below) and the funds in the Company’s trust account as of the Closing), plus cash and cash equivalents of the target
companies, minus transaction expenses of the Company and the target companies, minus $145,000,000. The remainder of the Closing Consideration
will be paid in a number of shares of newly issued Class A ordinary shares of the Company valued at $10.00 per share. At the Closing,
the Company will deposit with an escrow agent an amount equal to $5,000,000 which will be disbursed following the determination of the
post-Closing purchase price adjustment.
Representations and Warranties; Covenants
The parties to the Business Combination Agreement have agreed to customary
representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement
will not survive the Closing, other than the Sellers’ representations and warranties regarding title of the sold shares, which will
survive for six months following the Closing.
In addition, the parties to the Business Combination Agreement agreed
to be bound by certain customary covenants for transactions of this type, including, among others, (i) a covenant of each party to use
its reasonable best efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination
Agreement in the most expeditious manner practicable, (ii) a covenant of the Company to convene
an extraordinary general meeting of the Company and of the board of directors of the Company to recommend that the shareholders of the
Company approve the shareholder proposals, except that the board of directors of the Company may change, withdraw, withhold, qualify or
modify or publicly propose to change, withdraw, withhold, qualify or modify its recommendation (a “Change in Recommendation”)
in response to an Intervening Event (as defined in the business Combination Agreement) if it determines in good faith, after consultation
with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected
to constitute a breach by the board of directors of its fiduciary obligations to the Company’s shareholders under applicable law,
(iii) covenants providing that the parties will not solicit, initiate, encourage or continue
discussions with respect to any other alternative transaction, (iv) a covenant by FGMH to deliver
to the Company the audited financing statements that have been audited in accordance with PCAOB auditing standards by a PCAOB qualified
auditor and other audited and unaudited financial statements of FGMH that are required to be included in the proxy statement, and (v)
a covenant by the Company that it shall provide employees of FGMH with compensation packages no less favorable than those as of immediately
prior to the Closing Date during the twelve (12) months following the Closing Date.
Conditions to Each Party’s Obligations
Under the Business Combination Agreement, the obligations of the parties
(or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards,
from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material
adverse effect both for the Company and the target companies, (iv) the delivery of customary closing certificates, (v) receipt of the
HSR approval, (vi) the absence of a legal prohibition on consummating the transactions, (vii) approval by the Company’s shareholders,
(viii) approval of a listing application on the NYSE for newly issued shares, and (ix) the Company having at least US$5,000,001 of net
tangible assets remaining after redemption. The Sellers’ obligation to consummate the Business Combination is also subject to the
amount of available cash of the Company from a combination of the Company’s trust account and PIPE investments being equal to or
greater than $400,000,000.
Termination
The Business Combination Agreement may be terminated under certain
customary and limited circumstances at any time prior to the closing of the Business Combination, including, among things, (i) by mutual
written consent of the Company and the Shareholders’ Representative, (ii) upon any permanent injunction or other governmental order
preventing the consummation of the transactions which shall have become final and non-appealable, (iii) upon a material breach of any
representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable of being cured)
and (iv) if the Business Combination has not been consummated by February 26, 2022 and such failure in closing beyond such date is not
due to the breach of the Business Combination Agreement by the party seeking to terminate.
The foregoing description of the Business Combination Agreement and
the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business
Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination
Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding
its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular,
the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes
of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination
Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing
these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should
not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants
and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement,
the Company entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE
Investors have agreed to purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00
per share for aggregate gross proceeds of US$400,000,000 (the “PIPE Financing”). The proceeds from the PIPE Financing will
be used to partially fund the cash consideration to be paid to IWM, Highlander and the optionholders of FGMH at the Closing, with any
remainder used to fund working capital of the Company following the Closing. Under the Subscription Agreements, the obligations of the
parties (or, in some cases, some of the parties) to consummate the PIPE Financing are subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, among others, (i) the absence of a legal prohibition on consummating
the PIPE Financing, (ii) all conditions precedent under the Business Combination Agreement having been satisfied or waived, (iii) the
accuracy of representations and warranties in all material respects and (iv) material compliance with covenants.
A copy of the form of subscription agreement is attached hereto as
Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the PIPE Financing is qualified in its entirety
by reference thereto.
Other Agreements
The Business Combination Agreement contemplates
the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Support Agreement
Concurrently with the execution of the Business Combination Agreement,
the Company, Magnum Opus Holdings LLC, a Cayman Islands limited liability company (“Sponsor”), certain directors and officers
of the Company listed thereto (together with Sponsor, each a “Company Shareholders”) and the Shareholders’ Representative
entered into a support agreement (the “Support Agreement”), pursuant to which each Company Shareholder has agreed to, among
other things, vote to adopt and approve Business Combination Agreement and the other documents contemplated thereby and the transactions
contemplated thereby, not transfer any share of the Company until termination of the Support Agreement, waive or not otherwise perfect
any anti-dilution or similar protection with respect to any founder shares of the Company and not elect to have any share of the Company
redeemed in connection with the transactions.
The
foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Support Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
Investor Rights Agreement
Concurrently with the execution of the Business Combination Agreement,
the Company, Sponsor, IWM, Highlander and other parties listed thereto entered into an investor rights agreement (the “Investor
Rights Agreement”). Pursuant to the Investor Rights Agreement, (i) the board of directors of the Company shall be comprised of nine
(9) directors at and immediately following the Closing, of which, one individual shall be nominated by the Sponsor, two individuals shall
be nominated by IWM, one individual shall be the chief executive officer of the Company, and five individuals shall be jointly nominated
by mutual agreement of the Sponsor and IWM, (ii) the board of directors of the Company shall be divided into three classes of directors,
with each class serving for staggered three-year terms, (ii) the Company will agree to undertake certain resale shelf registration obligations
in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and certain holders have been granted
customary demand and piggyback registration rights, and (iv) each party to the Investor Rights Agreement agrees to a twelve (12) month
lock-up period for the shares and warrants of the Company owned by such party, subject to certain customary exceptions.
The
foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and
is incorporated herein by reference.