Forbes Global Media Holdings Inc., the iconic business information brand that convenes and curates the most influential leaders driving change, and Magnum Opus Acquisition Limited (NYSE: OPA), a publicly traded special purpose acquisition company focusing on global consumer, technology and media sectors, announced today that they have entered into a definitive business combination agreement. The transaction is expected to close in late fourth quarter 2021 or early first quarter 2022 and will enable Forbes to further capitalize on its successful digital transformation, using technology and data-driven insights to create more deeply engaged audiences, and associated high-quality and recurring revenue streams.
Forbes’ existing management team of industry veterans, all of whom have been instrumental in Forbes’ digital transformation and recent record business results, will continue to manage the combined company upon completion of the transaction under the leadership of Chief Executive Officer Mike Federle.
The Forbes brand today reaches more than 150 million people worldwide through its trusted journalism, signature LIVE events, custom marketing programs and 45 licensed local editions covering 76 countries. Forbes’ brand extensions include real estate, education and financial services license agreements. Through its digital platforms, Forbes is among the top 50 most visited websites on the internet. Among its competitive set, Forbes consistently ranks as the most consumed business information brand across highly desired audience segments and age demographics, according to data from Comscore. For 104 years, Forbes’ editorial mission has been consistent: to give people the knowledge, resources, inspiration and connections they need to achieve success. This mission has created a powerful hub for entrepreneurs and business communities around the world and has played an important role in connecting people with trusted information and insight amidst a rapidly evolving market.
The transaction will help Forbes maximize its brand and enterprise values and use its proprietary technology stack and analytics to convert readers into long-term, engaged users of the platform, including through memberships and recurring subscriptions to premium content and highly targeted product offerings.
The combined company will announce new, independent members to its Board of Directors at a later date. Diversity and inclusion are core components of Forbes’ culture, and the Board of Directors will reflect these values.
“Leveraging our iconic global brand, Forbes has been executing a data-led platform strategy and is fast becoming the gateway for businesses, entrepreneurs and consumers to join the conversations and participate in the trends that are shaping the world today,” said Mike Federle, CEO of Forbes. “With this transition into a publicly traded company, Forbes will have the capital to accelerate growth by executing its differentiated content and platform strategy and fully realize the potential of our iconic brand.”
“It has been exciting to watch the Forbes management team successfully complete a digital transformation since we have been involved, and then deliver record annual returns,” said TC Yam, Executive Chairman of Integrated Whale Media, which acquired a majority stake in Forbes in 2014. “This is a testament to the outstanding, seasoned executive team, the consistently trusted quality of Forbes journalism and the dedication of the entire Forbes team. Now, it is time for the next exciting chapter in the Forbes narrative, one in which we are happy to remain involved as a significant investor and partner with the world class institutional and strategic investors at Magnum Opus.”
“The Forbes platform is defined by high-quality, high-impact journalism, product offerings and a loyal user base,” said Jonathan Lin, Chairman and CEO of Magnum Opus. “We are pleased to partner with the experienced management team to support initiatives to accelerate growth in high-quality and recurring revenue verticals. Forbes has expansive reach and is successfully broadening and deepening engagement through data-informed content curation that delivers what each Forbes user cares most about. The strategy fits perfectly with Magnum Opus’ strategy to support enterprises leveraging digitalization to craft more tailored user experiences, and big data analytics to create a positive feedback loop and multiple touchpoints with consumers.”
Transaction Overview
The transaction values the combined company at an implied pro forma enterprise value of $630 million, net of tax benefits. The transaction has been approved by the boards of directors of both Forbes and Magnum Opus. The transaction is expected to close in late fourth quarter 2021 or early first quarter 2022, subject to the satisfaction of customary closing conditions, including the approval of Magnum Opus’ shareholders.
The transaction is expected to raise approximately $600 million of gross proceeds consisting of the contribution of approximately $200 million of cash held in Magnum Opus’ trust account, assuming no redemptions by the public shareholders of Magnum Opus, and $400 million of additional capital through a private placement of ordinary shares of the combined company (“PIPE”) priced at $10.00 per share from funds and accounts managed by top-tier institutional investors.
Assuming no redemptions by the public shareholders of Magnum Opus, Forbes shareholders will own approximately 22% of the combined company at closing. Forbes will be capitalized with up to $145 million in cash.
Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Magnum Opus with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
A presentation and webcast with the management of Forbes and Magnum Opus regarding the transaction will be made available on Forbes’ website at Forbes.com/ir and on Magnum Opus’ website at opusacquisition.com.
Advisors
Kirkland & Ellis is acting as legal advisor and Credit Suisse is acting as capital markets advisor to Magnum Opus. Cadwalader, Wickersham & Taft LLP is acting as legal advisor to Forbes. JonesTrading Institutional Services is acting as placement agent on the PIPE and King & Spalding LLP is acting as legal advisor to JonesTrading.
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