Forbes Global Media Holdings, Inc. entered into a definitive business combination agreement to acquire Magnum Opus Acquisition Limited from a group of shareholders for $620 million.
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.