Kaleyra, Inc. (AMEX:KLR) signed a definitive agreement to acquire Vivial Inc. from GSO Special Situations Master Fund, L.P. managed by Blackstone Credit, GSO Mak Fund LP and others for approximately $220 million on February 18, 2021. Under the terms of the acquisition agreement, Vivial will form a wholly owned subsidiary, into which it will transfer two other wholly owned subsidiaries, Vivial Mobile LLC and Vivial Media LLC, and its subsidiaries. Following the Reorganization, Vivial will cause its stockholders to receive on a pro rata basis 100% of the shares of SpinCo common stock. As a result of and following the Separation, Vivial will solely own the business of mGage immediately prior to the consummation of the Merger. Kaleyra will acquire Vivial for a total purchase price of approximately $215 million, subject to certain customary adjustments. The consideration to mGage shareholders will consist of cash in the amount of $195 million and 1.6 million shares of Kaleyra common stock.

Kaleyra will fund the cash consideration to mGage shareholders and related transaction costs with a combination of $200 million in senior unsecured convertible notes and the sale of 8.4 million shares of common stock in a PIPE offering, for a total share issuance of 10 million shares of common stock at a price of $125 million. Both the convertible notes and the common stock sales will close immediately prior to the closing of the mGage acquisition. Under the terms of the agreement, if Kaleyra terminates the merger agreement, it will be obligated to pay a termination fee of $11.8 million. Dario Calogero, the current Chief Executive Officer of Kaleyra, is expected to serve as the Chief Executive Officer of the combined company. Combined company headquarter will be in Milan, Italy with significant operations maintained in the U.S. The transaction to be approved by the Kaleyra board.

The transaction also subject to Blackstone's shareholder approval, any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated and all Consents required to be obtained under the HSR Act and Other Antitrust Laws shall have been obtained, the Registration Statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect, the shares of Parent Common Stock issuable as Parent Common Stock Consideration shall have been approved for listing on the NYSE, Reorganization and the Distribution shall have been consummated in accordance with the Separation and Distribution Agreement and other customary condition. The board of directors of Vivial has approved the transaction. The transaction has been unanimously approved by Board of Kaleyra and recommends the shareholders to vote in favor of the transaction. A special meeting of the stockholders of Kaleyra Inc. will be held May 27, 2021 to approve the transaction. The transaction is expected to close in early second quarter of 2021. As of April 5, 2021, the transaction closing is expected to occur in the first half of 2021. As of May 10, 2021, the transaction is expected to close on June 1, 2021.

Oppenheimer & Co Inc. served as exclusive financial advisor to Kaleyra, with James L. Kelly and Ilya A. Bubel of DLA Piper LLP (US) serving as legal counsel. Oppenheimer & Co received a fee of $2 million for its services. Oppenheimer & Co Inc. served as exclusive placement agent for the convertible notes and PIPE transaction. Guggenheim Securities LLC served as financial advisor and Ackneil M. Muldrow III, Christina De Vuono and Trey Muldrow of Weil, Gotshal & Manges LLP and Daniel Fisher, Sarah Kaehler and Ross Karlik of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to mGage and Vivial. Ackneil M. Muldrow III of Weil, Gotshal & Manges LLP acted as legal advisor to Blackstone Credit. MacKenzie Partners, Inc. acted as proxy solicitor for Kaleyra and will receive a fees of $9,000. Eide Bailly LLP provided auditor's report on financials of Vivial. Continental Stock Transfer & Trust served as transfer agent for Kaleyra, Inc.