BLUE OCEAN ACQUISITION CORP. TNL Mediagene entered into a definitive agreement to acquire Blue Ocean Acquisition Corp. (NasdaqGM : BOCN) in a reverse merger transaction on June 5, 2023. The business combination is expected to result in TNL Mediagene becoming a publicly traded company in the United States.
As a result of the Merger, outstanding shares and warrants of Blue Ocean will be canceled and converted into the right to receive equivalent shares and warrants of TNL Mediagene. The transaction gives TNL Mediagene a pre-money enterprise value of approximately $280 million. In connection with the Merger, Blue Ocean Sponsor LLC, a Cayman Islands limited liability company and certain insiders and other shareholders holding Class B common shares in Blue Ocean have agreed to defer receipt of the shares of TNL Mediagene that they will receive pursuant to the Merger for up to 36 months.
The Boards of Directors of TNL Mediagene and Blue Ocean, respectively, have approved the transaction. The transaction will require approval of the shareholders of Blue Ocean and TNL Mediagene and is subject to customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2024.
Sidley Austin LLP and Lee and Li are serving as legal advisor and Needham & Company, LLC is serving as financial and capital markets advisor to Blue Ocean. Joseph Sulzbach, Omar Pringle, Thomas Chou, Nozomi Oda, Yohei Nakagawa and Jesse Gillespie of Morrison & Foerster LLP is serving as legal advisor to TNL Mediagene.
