Forbes Global Media Holdings, Inc. entered into a letter of intent to acquire Magnum Opus Acquisition Limited (NYSE:OPA) from a group of shareholders on April 27, 2021. Forbes Global Media Holdings, Inc. entered into a definitive business combination agreement to acquire Magnum Opus Acquisition Limited (NYSE:OPA) from a group of shareholders in a reverse merger transaction for $620 million on August 26, 2021. The purchase price will be a combination of cash and newly issued shares of Magnum Opus, subject to adjustments for cash and outstanding indebtedness. Approximately 16.6 million Magnum Opus ordinary shares will be issued to Forbes' shareholders and the remainder will be paid in cash. The transaction values the combined company at an implied pro forma enterprise value of $630 million, net of tax benefits. Concurrently with the execution of the transaction, Magnum Opus will complete a private placement of $400 million, the proceeds of which will be used to partially fund the cash consideration. Assuming no redemptions by the public shareholders of Magnum Opus, Magnum Opus public shareholders will own approximately 24.5%, Forbes shareholders will own 20.4%, holders of founder shares will own 6.1% while PIPE investors will own 49% of the combined company at closing.  Upon the closing of the transaction, Forbes will list on the New York Stock Exchange under the ticker symbol “FRBS”. The name of the post-combination company after the business combination will be Forbes Global Media Holdings, Inc. and its headquarters will be located at 499 Washington Blvd, Jersey City, NJ 07310. The combined company will continue to be led by the current management team and will retain the Forbes name. The combined company will announce new, independent members to its Board of Directors at a later date. Forbes' existing management team of industry veterans will continue to manage the combined company upon completion of the transaction under the leadership of Chief Executive Officer Mike Federle.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of Magnum Opus' shareholders; approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, the aggregate amount of funds held in the Trust Account (after taking into account any redemptions from the Trust Account in connection with the closing) and from the private placement shall be equal to or greater than $400 million; the ordinary shares to be issued pursuant to the transaction and the subscription agreements shall have been conditionally approved for listing on the NYSE, The transaction has been approved unanimously by the Boards of Directors of both Forbes and Magnum Opus. The Board of Directors of Magnum Opus recommends that the stockholders vote in favor of the proposal. Magnum Opus Holdings LLC as well as directors and officers and the chairman of our advisory board of Magnum Opus, who beneficially own 20.0% of our outstanding ordinary shares have agreed to vote their shares in favor of the business combination proposal; Magnum Opus shall have at least $5,000,001 of net tangible assets remaining after the closing of the offer. The waiting period expired on November 12, 2021. On March 28, 2022, the parties by mutual consent agreed to extend the termination date of the business combination agreement to May 31, 2022. The transaction is expected to close in late fourth quarter 2021 or early first quarter 2022. As of January 5, 2022, the business combination is expected to be consummated in the first quarter of 2022. As of April 18, 2022, the transaction is expected to close in the second quarter of 2022.

Gary Li, Jesse Sheley, Steve Lin, Ram Narayan, Samantha Peng, Cori Lable, Ivan Schlager, Daniel Gerkin, Mike Carew, Seth Traxler, Roberto Miceli, Carla Hine, Rob Fowler, Maureen O'Brien, Richard Kidd, Mike Robert-Smith, Min Wang, Nathan Mitchell, Louis Rabinowitz, Pierre Arsenault, Evangelia Podaras, Patrick Ryan and Joseph Raymond Casey of Kirkland & Ellis are acting as legal advisors and Credit Suisse is acting as capital markets advisor to Magnum Opus. William Mills, Joshua Apfelroth, Linda Swartz, Dorothy Auth, Joel Mitnick, Ngoc Hulbig, Jodi Avergun, Jared Stanisci and Nicholas LaSpina of Cadwalader, Wickersham & Taft LLP are acting as legal advisors to Forbes and Integrated Whale Media Investment Inc., shareholder of Forbes. Robert Whalen and Eric Carlson of Goodwin Procter LLP acted as legal advisors to Highlander Management LLC, 5% shareholder of Forbes. Morrow Sodali LLC acted as the information agent to Magnum Opus for a fixed fee of $0.03 million, plus associated disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Magnum Opus.