DGAP-Ad-hoc: 468 SPAC I SE / Key word(s): Acquisition
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Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)
Business Combination Agreement between Boxine GmbH and 468 SPAC I SE
Luxembourg, 30 August 2021 - 468 SPAC I SE (the "Company" or the "SPAC"), ISIN: LU2333563281, Frankfurt Stock Exchange: SPAC), a Luxembourg special purpose acquisition company, today entered into a definitive business combination agreement with Boxine GmbH ("Boxine"), a cloud-connected kid's audio entertainment business and the company behind the Tonies children audio entertainment system (the "Transaction"). Upon closing of the Transaction, the listed entity is expected to be named Boxine ("Combined Company") and will be led by co-founders and co-CEOs Marcus Stahl and Patric Faßbender.
The Transaction values the Combined Company at a pro forma equity value of EUR 990 million and a pro forma enterprise value of EUR 870 million. The Transaction is expected to close in the fourth quarter of 2021, and the shares of the Combined Company will be listed on the Frankfurt Stock Exchange. In addition to the approximately EUR 300 million held in the Company's escrow account (not taking into account any potential redemptions in connection with the Transaction), a common stock private investment in public equity ("PIPE") round of EUR 100 million was raised at a price of EUR 10.00 per share from BIT Capital, Baillie Gifford and other leading institutional investors. The PIPE transaction was also supported by several existing shareholders of the SPAC, among them Lugard Road Capital (an affiliate of Luxor Capital Group). An additional EUR 5 million was raised in the PIPE and will be placed in a blocked account for the time of the lock-up and will only be released if, and to the extent required, the founding shareholder of Boxine is obliged to pay taxes in connection with the Transaction during the term of their lock-up. The share consideration to be received by the founding shareholder of Boxine will be reduced accordingly. The Combined Company will have a shareholder base comprised of (i) the current (indirect) Boxine shareholders, (ii) the Company's shareholders and (iii) the investors in the PIPE.
Boxine develops and distributes Tonies, an innovative audio system for children. Boxine has created a new product category that combines the segments of cloud-connected audio, streaming, gaming and toys. Through its business model and customer-centric, data-driven content creation, Boxine has become a popular D2C brand. The Company and Boxine intend to create a globally recognized and industry defining digital children's media and entertainment company.
The closing of the Transaction is subject to the approval of the Company's shareholders and the satisfaction or waiver of certain other customary closing conditions.
This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of 468 SPAC I SE (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
In the United Kingdom, this publication is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the "MiFID II Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
30-Aug-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||468 SPAC I SE|
|9 Rue de Bitbourg|
|Listed:||Regulated Market in Frankfurt (General Standard)|
|EQS News ID:||1229863|
|End of Announcement||DGAP News Service|
1229863 30-Aug-2021 CET/CEST