NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
BUSINESS COMBINATION WITH AZERION ON COURSE TO BE
COMPLETED ON 1 FEBRUARY 2022
The first day of listing and trading on Euronext Amsterdam under the new name "Azerion Group N.V." and ticker symbol "AZRN" expected to be 2 February 2022
Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU)
No 596/2014 on market abuse (Market Abuse Regulation)
Amsterdam, the Netherlands - 27 January 2022
European FinTech IPO Company 1 B.V. ("EFIC1"), a special purpose acquisition company (SPAC) listed on Euronext Amsterdam (ticker symbol: EFIC1 and EFICW), announced on 13 December 2021 in a joint press release with Azerion Holding B.V. ("Azerion"), a high-growth, EBITDA profitable, digital entertainment and media company, that they have reached an agreement to create a business combination (the "Business Combination"), pursuant to which EFIC1 will acquire 100% of the issued and outstanding share capital of Azerion (the "Business Combination Agreement").
On 25 January 2022, EFIC1 announced that on the basis of all timely submitted proxies from EFIC1 shareholders, EFIC1 will reach the required simple majority (50%+1) of the votes to be cast at the EGM in favour of the Business Combination and certain other agenda items that require the general meeting's approval under the Business Combination Agreement.
The Business Combination Agreement furthermore provides that a minimum of at least EUR 200 million in cash is to remain in the combined company after the completion of the Business Combination (the "Minimum Cash Condition"), comprising the aggregate amount of (i) the cash in the EFIC1 escrow account immediately prior to the release of the funds, taking into account any negative interest and the payments to be made to satisfy any requests from EFIC1 shareholders to repurchase some or all of the ordinary shares held by them and (ii) the EUR 23.15 million proceeds of the sponsors and co-investors placement. If the Minimum Cash Condition is not satisfied, Azerion and Azerion's shareholders have the right to waive the Minimum Cash Condition under the terms of the Business Combination Agreement.
On the basis of all timely and duly received repurchase requests that were due before 12:00 noon CET today, the aggregate minimum cash amount that will be available for the combined company after the completion of the share repurchase will be approximately EUR 93 million and therefore the Minimum Cash Condition has not been satisfied. However, we are pleased to announce that Azerion and Azerion's shareholders have exercised their right to waive the Minimum Cash Condition.
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