World Leading Cryptocurrency and Blockchain
infrastructure provider to Invest in Existing $400 Million PIPE at
Established Deal Terms
Binance to Help Advise Forbes’ Digital Assets
and Web3 Strategy
Forbes, the iconic business information brand that convenes and
curates the most influential leaders driving change, and Magnum
Opus Acquisition Limited (NYSE: OPA) (“Magnum Opus”), a publicly
traded special purpose acquisition company, today announced a $200
million strategic investment from Binance, one of the world’s
largest cryptocurrency and blockchain infrastructure providers.
Forbes and Magnum Opus earlier announced plans to pursue a
business combination, expected to close Q1 of 2022, through which
Forbes would become a publicly traded company on the New York Stock
Exchange trading under the ticker symbol “FRBS.” Going public 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.
Binance’s strategic investment will be through Binance’s
assumption of subscription agreements representing $200 million of
commitments in the $400 million private investment in public equity
(“PIPE”) that was previously announced along with Forbes’ intention
to go public via a business combination with Magnum Opus. With
Binance assuming existing PIPE commitments, the overall size of the
PIPE will remain at $400 million, and Binance’s investment will be
according to substantially the same terms as the existing PIPE
investors.
The transactions with Magnum Opus and Binance are expected to
help Forbes maximize its brand and enterprise values and use its
proprietary technology stack and analytics to convert readers into
long-term, engaged customers of the platform, including through
memberships and recurring subscriptions to premium content and
highly targeted product offerings.
“Forbes is committed to demystifying the complexities and
providing helpful information about blockchain technologies and all
emerging digital assets,” said Mike Federle, CEO, Forbes.
“With Binance’s investment in Forbes, we now have the experience,
network and resources of the world’s leading crypto exchange and
one of the world’s most successful blockchain innovators. Forbes,
already a resource for people interested in the emerging world of
digital assets, can become a true leader in the field with their
help.”
“As Web 3 and blockchain technologies move forward and the
crypto market comes of age we know that media is an essential
element to build widespread consumer understanding and education.
We look forward to bolstering Forbes’ Digital initiatives, as they
evolve into a next level investment insights platform,” said
Changpeng ‘CZ’ Zhao, Founder and CEO, Binance.
As part of this transaction, Patrick Hillmann, Chief
Communications Officer for Binance and Bill Chin, Head of
Binance Labs, the Venture Capital Arm and Incubator of Binance,
will join the Forbes Board of Directors upon the successful closing
of the business combination transaction, expected this quarter.
To learn more about this transaction, visit Forbes Investor
Relations.
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 46 licensed local
editions in 77 countries. Forbes Media’s brand extensions include
real estate, education and financial services license
agreements.
Forbes recently announced plans to go public through a business
combination with Magnum Opus (NYSE: OPA), a special purpose
acquisition company (SPAC), which is expected to close in Q1 of
2022.
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.
About Binance
Binance is a world leading blockchain and cryptocurrency
infrastructure provider with a financial product suite that
includes the largest digital asset exchange by volume. Trusted by
millions worldwide, the Binance platform is dedicated to increasing
the freedom of money for users and features an unmatched portfolio
of crypto products and offerings, including trading and finance,
education, data and research, social good, investment and
incubation, decentralization and infrastructure solutions, and
more. For more information, visit: https://www.binance.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. Latham & Watkins LLP is acting as legal advisor and The
Raine Group LLC is acting as exclusive financial advisor to
Binance. JonesTrading Institutional Services is acting as placement
agent on the PIPE and King & Spalding LLP is acting as legal
advisor to JonesTrading.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and section 21E of the Exchange Act
of 1934, as amended 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 Current Report, each of Magnum Opus and
Forbes cautions 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 are
risks and uncertainties relating to the proposed transaction,
including those described in the preliminary proxy statement filed
by Magnum Opus with the SEC and to be described in other documents
that Magnum Opus or Forbes will file with the SEC 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
included under the heading “Risk Factors” in the proxy statement
filed by Magnum Opus with the SEC and those included under the
heading “Risk Factors” in 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 Current
Report. 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 Current Report.
Important Information and Where to Find It
In connection with the proposed transaction, Magnum Opus has
filed a preliminary proxy statement and plans to file 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 the
preliminary proxy statement, any amendments thereto and the
definitive proxy statement as well as other documents to be filed
with the SEC because these documents contain, or 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 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 Magnum Opus’s
shareholders in connection with the potential transaction is set
forth in the preliminary proxy statement and will be set forth in
the definitive proxy statement when it is 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220210005573/en/
Press For Forbes: Bill Hankes, Forbes -
bhankes@forbes.com For Magnum Opus: Kevin Lee, Magnum Opus -
kevin.lee@l2capm.com For Binance: Steve Milton, Global VP
Communications, Binance - pr@binance.com Investor Ashley
DeSimone ashley.desimone@icrinc.com
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