Business Combination With Azerion to Be Approved at EGM Pursuant to Voting Instructions Received From EFIC1’s Shareholders
Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)
AMSTERDAM, Jan. 25, 2022 (GLOBE NEWSWIRE) — European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC) listed on Euronext Amsterdam (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 completion of the Business Combination is subject to certain customary completion conditions, including the formal approval of the Business Combination and certain other agenda items (as described below), by EFIC1’s shareholders at the extraordinary meeting of shareholders which is convened for 31 January 2022 (the “EGM”). EFIC1’s shareholders could only exercise their voting rights by granting a proxy with voting instructions up to 17:30 CET on 24 January 2022, and cannot vote real time during the EGM.
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 agenda items 2, 3 and 4a as described in the shareholder circular published in connection with the EGM, being: (i) the Business Combination, (ii) the proposed restructuring of EFIC1 (i.e. the cancellation of certain ordinary shares repurchased by EFIC1 under the share repurchase arrangement, the amendments of the articles of association of EFIC1 and its conversion into a limited company (naamloze vennootschap)) and (iii) the appointments of the members of the new managing board. As a result, the shareholder approval conditions under the Business Combination agreement will be satisfied at the EGM.
Consequently, subject to fulfilment or waiver of the remaining completion conditions, the Business Combination is on course to be completed on 1 February 2022.
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 for information purposes only. The information contained in this press release does not purport to be full or complete and, in particular, does not contain all the information that should be considered concerning the proposed business combination between European FinTech IPO Company 1 B.V. (“EFIC1”) and Azerion Holding B.V. (“Azerion”) pursuant to a business combination agreement between EFIC1, Azerion and Azerion’s shareholders (the “Business Combination”) and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. 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.
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. 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 and the business combination.
This press release may include certain forward-looking statements, which are based on 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.