Business Combination With Azerion on Course to Be Completed on 1 February 2022
The first day of listing and trading on Euronext Amsterdam under the new name
“Azerion Group N.V.” and ticker symbol “AZRN” expected to be 2 February 2022
Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
AMSTERDAM, Jan. 27, 2022 (GLOBE NEWSWIRE) — European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC) listed on Euronext Amsterdam (ticker symbol: EFIC1 and EFICW), announced on 13 December 2021 in a joint press release with Azerion Holding B.V. (“Azerion”), a high-growth, EBITDA profitable, digital entertainment and media company, that they have reached an agreement to create a business combination (the “Business Combination”), pursuant to which EFIC1 will acquire 100% of the issued and outstanding share capital of Azerion (the “Business Combination Agreement”).
On 25 January 2022, EFIC1 announced that on the basis of all timely submitted proxies from EFIC1 shareholders, EFIC1 will reach the required simple majority (50%+1) of the votes to be cast at the EGM in favour of the Business Combination and certain other agenda items that require the general meeting’s approval under the Business Combination Agreement.
The Business Combination Agreement furthermore provides that a minimum of at least EUR 200 million in cash is to remain in the combined company after the completion of the Business Combination (the “Minimum Cash Condition”), comprising the aggregate amount of (i) the cash in the EFIC1 escrow account immediately prior to the release of the funds, taking into account any negative interest and the payments to be made to satisfy any requests from EFIC1 shareholders to repurchase some or all of the ordinary shares held by them and (ii) the EUR 23.15 million proceeds of the sponsors and co-investors placement. If the Minimum Cash Condition is not satisfied, Azerion and Azerion’s shareholders have the right to waive the Minimum Cash Condition under the terms of the Business Combination Agreement.
On the basis of all timely and duly received repurchase requests that were due before 12:00 noon CET today, the aggregate minimum cash amount that will be available for the combined company after the completion of the share repurchase will be approximately EUR 93 million and therefore the Minimum Cash Condition has not been satisfied. However, we are pleased to announce that Azerion and Azerion’s shareholders have exercised their right to waive the Minimum Cash Condition.
As a result of such waiver, the transaction can proceed and is expected to complete on 1 February 2022, subject to certain other customary completion conditions being satisfied. On that basis, the first day of listing and trading of shares in the combined company on Euronext Amsterdam under the new name “Azerion Group N.V.” and ticker symbol AZRN is expected to be 2 February 2022.
Atilla Aytekin, co-CEO of Azerion, says: “We welcome our new shareholders and are delighted that Azerion will be continuing its exciting growth journey as a publicly listed company. We see the listing as a strategic milestone that will help raise our profile globally and drive our continued success. Despite very challenging capital markets conditions, we continue to see tremendous growth across our businesses, as noted in our recent business updates, and look forward to continuing our growth as planned.”
The aggregate cash amount referred to above takes into account that 81.7% of the outstanding ordinary shares in the capital of EFIC1 were submitted for repurchase, entitling such shareholders to an amount equal to a pro rata share of the funds in the EFIC1 escrow account minus negative interest (such amount being approximately EUR 9.95 per ordinary share).
For the avoidance of doubt, the share repurchase outcome does not change the financial objectives and targets of Azerion as previously provided in the shareholder circular relating to the Business Combination dated 13 December 2021 (available on www.efic1.com).
Further information about the transaction is available on the website of EFIC1 (www.efic1.com).
EFIC1 is a special purpose acquisition company incorporated under the laws of the Netherlands. EFIC1 was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar Business Combination with or acquisition of an operating business or entity. EFIC1 focuses on opportunities in the broadly defined financial services and financial technology sectors where EFIC1 believes there to be a number of potential targets operating within the geographies identified, including but not limited to sectors such as payments, banking, lending, insurance, wealth and savings, financial management solutions, specialty finance, regulatory technology (for example know-your client and fraud detection), markets and trading technology and infrastructure and service enablers such as information technology, software, data processing and analytics and customer-engagement technology and cross-industry use cases such as healthcare, retail, e-Commerce and real estate and property technology. EFIC1 aims to complete a Business Combination with a suitable partner that operates or is headquartered in Europe, including the United Kingdom, or Israel.
For more information visit: www.efic1.com.
PRESS AND INVESTOR INFORMATION EFIC1
This press release is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The information contained in this press release does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness.
This press release is for information purposes only and does not constitute, and should not be construed as, an offer to sell or a solicitation of any offer to purchase the ordinary shares and/or warrants (the “Securities”) of European FinTech IPO Company 1 B.V. (“EFIC1”) in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No action has been taken by EFIC1 that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This press release is not for publication or distribution, directly or indirectly, in or into the United States. This press release is not an offer of securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws in the United States, and may not be offered or sold in the United States, absent appropriate registration or an applicable exemption from such registration. No public offering of securities is being made in the United States. The Securities referred to herein may not be offered or sold in Australia, Canada, Japan, or South Africa, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, or South Africa, subject to certain exceptions. Any offering of Securities will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about EFIC1 and management, as well as financial statements.
In the United Kingdom, this document and any other materials in relation to the Securities are only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) (the “UK Prospectus Regulation”) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This publication is directed at Relevant Persons only and persons who are not Relevant Persons should not take any action on the basis of this document and should not act or rely on it.
This press release does not constitute a prospectus. EFIC1 has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.
EFIC1 will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. This press release does not constitute, and should not be construed as, an offer to sell or a solicitation of any offer to purchase the ordinary shares and/or warrants of EFIC1 and is not a recommendation to engage in any investment activities. Before making any voting or other investment decisions, shareholders of EFIC1 and other interested persons are advised to read the shareholder circular, all relevant EGM documentation (including the proposed articles of association for the Business Combination) and the EFIC1 IPO prospectus dated 22 March 2021, that are made available by EFIC1, as these materials will contain important information about EFIC1, Azerion Holding B.V. and the business combination.
This press release may include certain forward-looking statements, which are based on EFIC1’s current expectations and projections with respect to future events and speak only as of the date hereof (“Forward-looking Statements”). By their nature, Forward-looking Statements are subject to known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of EFIC1. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such Forward-looking Statements. No assurances can be given that the Forward-looking Statements will be realised. No representation or warranty is made that any of these Forward-looking Statements will come to pass or that any estimated result will be achieved. Accordingly, no undue reliance should be placed on any Forward-looking Statements.