Highlights of the transaction include:
- Transaction to result in Digerati becoming a listed company on NASDAQ and delisting from OTC Markets.
- Combined company to have an initial equity value of approximately
$228 million translating into an enterprise value of approximately$145 million , assuming no redemptions by MEOA stockholders. - MEOA currently has approximately
$129.9 million cash in trust as ofSeptember 2, 2022 . - New capital and being a NASDAQ listed company is expected to provide Digerati with flexibility for additional strategic and accretive acquisitions in the UCaaS sector.
- The current Digerati management team will continue to operate the business.
- The current Digerati Board of Directors will remain with one additional director to be appointed by the Company and
Shawn D. Rochester , CEO of MEOA, joining the Company’s Board of Directors at the closing of the transaction. - All existing Digerati shareholders will receive 100% of their equity in the pro forma company.
Transaction Overview
The combined company is expected to have a total pro forma equity value of approximately
The transaction, which has been approved by the Boards of Directors of both of Digerati and MEOA, is expected to close in the fourth quarter of CY 2022. The transaction remains subject to NASDAQ approving MEOA’s initial listing application in connection with the merger, approval by both MEOA and Digerati shareholders, as well as other customary closing conditions.
Additional information about the proposed transaction, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by both Digerati and MEOA with the
Advisors
About Minority
About
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Important Information and Where to Find It
This press release is being made in respect of the proposed business combination transaction involving MEOA and Digerati. The parties intend to file a registration statement on Form S-4 (or such other form as they might determine to be applicable) with the
In addition, the documents filed with the
Participants in the Solicitation
MEOA, Digerati and certain of their respective Directors and Executive Officers may be deemed to be participants in the solicitation of proxies from stockholders, in favor of the approval of the merger. Information regarding MEOA's and Digerati's Directors and Executive Officers and other persons who may be deemed participants in the solicitation may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of MEOA or Digerati's management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MEOA and/or Digerati. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by MEOA's public shareholders; NASDAQ’s approval of MEOA’s initial listing application; changes in the assumptions underlying Digerati's expectations regarding its future business; the effects of competition on Digerati's future business; and the outcome of judicial proceedings to which Digerati is, or may become a party.
If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Digerati and MEOA presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. Digerati and MEOA anticipate that subsequent events and developments will cause these assessments to change. However, while Digerati and/or MEOA may elect to update these forward-looking statements at some point in the future, each of Digerati and MEOA specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Digerati's or MEOA (or their respective affiliates') assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Source: Digerati Technologies
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