Item 7.01 Regulation FD Disclosure
As previously reported, on
On
Attached hereto as Exhibit 99.2 and incorporated herein by reference is an
investor presentation dated
Attached hereto as Exhibit 99.3 and incorporated herein by reference is the
script used by Syniverse management in connection with an investor conference
call held on
Attached hereto as Exhibit 99.4 and incorporated herein by reference are the
unaudited financial statements of
The foregoing (including Exhibits 99.1, 99.2, 99.3 and 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Important Information about the Transaction and Where to Find It
In connection with the proposed transaction, MBAC has filed a preliminary proxy
statement and plans to file a definitive proxy statement with the
Participants in the Solicitation
MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC's stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC will be filed in the proxy statement for the proposed transaction and available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available.
Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed business combination.
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No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Forward Looking Statements
This Current Report may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "would," "could," "should," "believes," "predicts," "potential," "continue," "target," "goal" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve significant risks and uncertainties, that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside of the control of MBAC and Syniverse and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the inability to complete the transactions contemplated by
the Merger Agreement, including due to failure to obtain approval of the
stockholders of MBAC or other conditions to closing in the Merger Agreement;
(2) the outcome of any legal proceedings that may be instituted against the
parties following announcement of the Merger Agreement and the proposed
transactions contemplated thereby; (3) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among
other things, competition, the ability of the post-combination company to grow
and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (4) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement and the proposed transactions contemplated thereby;
(5) risks related to the uncertainty of the projected financial information with
respect to Syniverse; (6) the inability to obtain or maintain the listing of the
post-acquisition company's Class A Stock and public warrants on the NYSE
following the proposed business combination; (7) risks related to the
post-combination company's ability to raise financing in the future; (8) the
post-combination company's success in retaining or recruiting, or changes
required in, our officers, key employees or directors following the proposed
business combination; (9) our directors and officers potentially having
conflicts of interest with our business or in approving the proposed business
combination; (10) intense competition and competitive pressures from other
companies in the industry in which the post-combination company will operate;
(11) the business, operations and financial performance of Syniverse, including
market conditions and global and economic factors beyond Syniverse's control;
(12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC
or Syniverse of an unsolicited offer from another party for an alternative
business transaction that could interfere with the proposed business
combination; (14) the risk that the proposed business combination disrupts
current plans and operations of MBAC or Syniverse as a result of the
announcement and consummation of the transactions described herein; (15) costs
related to the proposed business combination; (16) changes in applicable laws or
regulations; (17) the possibility that MBAC or Syniverse may be adversely
affected by other economic, business, and/or competitive factors; (18) the
amount of redemption requests made by MBAC's public stockholders; (19) the
impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse's
projected results of operations, financial performance or other financial
metrics or on any of the foregoing risks; and (20) other risks and uncertainties
disclosed in MBAC's preliminary proxy statement, including those under "Risk
Factors," and other documents filed or to be filed with the
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MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. MBAC and Syniverse do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibits Description 99.1 Syniverse Press Release, datedOctober 8, 2021 . 99.2 Syniverse Investor Presentation, datedOctober 8, 2021 . 99.3 Script for Syniverse Investor Call, held onOctober 8, 2021 . 99.4 Unaudited Financial Statements ofSyniverse Holdings for Three and Nine Months EndedAugust 31, 2021 and 2020. 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). -5-
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