● Combination will allow Forbes to additional capitalize on its profitable electronic transformation, pursue additional growth options and totally identify the power and prospective of its legendary international manufacturer
● The mixed enterprise has secured an supplemental $400 million via PIPE that includes cash and accounts managed by top-tier institutional traders
● The combined company will carry on to be led by the recent management team and will keep the Forbes name. Upon the closing of the transaction, Forbes will list on the New York Inventory Exchange less than the ticker symbol “FRBS”
NEW YORK, August 26, 2021—Forbes World-wide Media Holdings Inc., the legendary company facts brand that convenes and curates the most influential leaders driving improve, and Magnum Opus Acquisition Constrained (NYSE: OPA), a publicly traded specific reason acquisition organization concentrating on world-wide shopper, technology and media sectors, announced today that they have entered into a definitive enterprise mixture settlement. The transaction is envisioned to close in late fourth quarter 2021 or early initial quarter 2022 and will permit Forbes to further capitalize on its profitable electronic transformation, applying technological know-how and details-pushed insights to build a lot more deeply engaged audiences, and affiliated superior-quality and recurring income streams.
Forbes’ existing management team of marketplace veterans, all of whom have been instrumental in Forbes’ electronic transformation and recent document business enterprise effects, will keep on to control the merged firm on completion of the transaction less than the management of Main Govt Officer Mike Federle.
The Forbes model currently reaches a lot more than 150 million individuals around the world through its trusted journalism, signature Reside situations, custom marketing courses and 45 accredited nearby editions covering 76 international locations. Forbes’ brand extensions involve actual estate, education and money products and services license agreements. As a result of its electronic platforms, Forbes is among the best 50 most visited websites on the net. Amongst its aggressive set, Forbes consistently ranks as the most eaten business information and facts model throughout hugely wished-for audience segments and age demographics, in accordance to information from Comscore. For 104 decades, Forbes’ editorial mission has been constant: to give folks the understanding, assets, inspiration and connections they need to have to reach achievement. This mission has developed a effective hub for entrepreneurs and enterprise communities all-around the globe and has performed an important purpose in connecting people with trustworthy info and insight amidst a swiftly evolving sector.
The transaction will enable Forbes optimize its brand and organization values and use its proprietary technology stack and analytics to transform viewers into lengthy-term, engaged people of the platform, including as a result of memberships and recurring subscriptions to high quality material and hugely targeted products choices.
The merged enterprise will announce new, independent users to its Board of Directors at a later on date. Variety and inclusion are main elements of Forbes’ society, and the Board of Directors will replicate these values.
“Leveraging our iconic world-wide brand, Forbes has been executing a info-led system strategy and is speedy turning into the gateway for companies, entrepreneurs and shoppers to be a part of the conversations and take part in the traits that are shaping the environment now,” reported Mike Federle, CEO of Forbes. “With this changeover into a publicly traded enterprise, Forbes will have the capital to speed up expansion by executing its differentiated information and system tactic and fully notice the possible of our legendary manufacturer.”
“It has been exciting to enjoy the Forbes management group properly entire a electronic transformation considering that we have been associated, and then deliver file once-a-year returns,” explained TC Yam, Govt Chairman of Built-in Whale Media, which obtained a greater part stake in Forbes in 2014. “This is a testomony to the fantastic, seasoned govt group, the persistently trustworthy top quality of Forbes journalism and the determination of the complete Forbes staff. Now, it is time for the upcoming interesting chapter in the Forbes narrative, just one in which we are happy to continue being associated as a major investor and partner with the globe course institutional and strategic traders at Magnum Opus.”
“The Forbes system is outlined by superior-excellent, higher-effect journalism, merchandise offerings and a loyal person base,” stated Jonathan Lin, Chairman and CEO of Magnum Opus. “We are delighted to partner with the professional administration team to support initiatives to speed up development in superior-quality and recurring revenue verticals. Forbes has expansive access and is effectively broadening and deepening engagement by way of facts-educated information curation that delivers what just about every Forbes person cares most about. The method matches completely with Magnum Opus’ strategy to guidance enterprises leveraging digitalization to craft additional tailored person activities, and major details analytics to create a constructive feed-back loop and a number of touchpoints with consumers.”
The transaction values the merged enterprise at an implied pro forma organization worth of $630 million, web of tax rewards. The transaction has been authorised by the boards of administrators of both of those Forbes and Magnum Opus. The transaction is predicted to close in late fourth quarter 2021 or early first quarter 2022, subject to the fulfillment of customary closing circumstances, which includes the approval of Magnum Opus’ shareholders.
The transaction is expected to increase close to $600 million of gross proceeds consisting of the contribution of around $200 million of money held in Magnum Opus’ rely on account, assuming no redemptions by the general public shareholders of Magnum Opus, and $400 million of additional money as a result of a personal placement of ordinary shares of the merged enterprise (“PIPE”) priced at $10.00 per share from money and accounts managed by top-tier institutional investors.
Assuming no redemptions by the public shareholders of Magnum Opus, Forbes shareholders will possess approximately 22% of the merged organization at closing. Forbes will be capitalized with up to $145 million in dollars.
Extra information about the proposed transaction, such as a duplicate of the business mix agreement and trader presentation, will be provided in a Latest Report on Variety 8-K to be filed by Magnum Opus with the Securities and Trade Fee (“SEC”) and readily available at www.sec.gov.
A presentation and webcast with the administration of Forbes and Magnum Opus about the transaction will be created available on Forbes’ internet site at Forbes.com/ir and on Magnum Opus’ internet site at opusacquisition.com.
Kirkland & Ellis is acting as authorized advisor and Credit Suisse is acting as funds markets advisor to Magnum Opus. Cadwalader, Wickersham & Taft LLP is acting as authorized advisor to Forbes. JonesTrading Institutional Products and services is acting as placement agent on the PIPE and King & Spalding LLP is performing as lawful advisor to JonesTrading.
Forbes champions good results by celebrating these who have created it, and individuals who aspire to make it. Forbes convenes and curates the most influential leaders and business people who are driving change, reworking business and making a considerable impact on the globe. The Forbes model currently reaches more than 150 million individuals all over the world through its trustworthy journalism, signature Stay and Forbes Digital gatherings, custom advertising systems and 45 licensed community editions masking 76 nations around the world. Forbes Media’s model extensions include real estate, education and economical companies license agreements. For much more info, stop by the Forbes News Hub or Forbes Join.
About Magnum Opus
Magnum Opus Acquisition Minimal is a specific goal acquisition corporation sponsored by L2 Capital, a personal financial investment agency. Magnum Opus is a partnership of enterprise builders and public and private current market expense professionals with intensive knowledge working and investing all through the organization existence cycle from founding, scaling functions by way of community listing. Magnum Opus aims to companion with community prepared enterprises at the forefront of convergence of use and know-how. Magnum Opus’ mission is to aid organizations to know their vision as they embark on their journey into the community markets and facial area new options, issues and stakeholders.
Cautionary Statement Relating to Forward-Searching Statements
This interaction consists of ahead-wanting statements within just the indicating of section 27A of the Securities Act and section 21E of the Trade Act that are based on beliefs and assumptions and on information and facts at this time offered to Magnum Opus and Forbes. In some instances, you can identify forward-wanting statements by the next words and phrases: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the adverse or plural of these text, or other very similar expressions that are predictions or indicate long term situations or potential clients, while not all forward-hunting statements incorporate these words. Any statements that refer to anticipations, projections or other characterizations of long run situations or circumstances, like approaches or programs as they relate to the proposed transaction, are also forward-wanting statements. These statements require challenges, uncertainties and other elements that may perhaps result in actual success, ranges of action, efficiency or achievements to be materially distinctive from all those expressed or implied by these forward-seeking statements. Even though every of Magnum Opus and Forbes thinks that it has a acceptable basis for every single forward-searching statement contained in this communication, each and every of Magnum Opus and Forbes warning you that these statements are primarily based on a combination of info and variables at present regarded and projections of the future, which are inherently uncertain. In addition, there will be challenges and uncertainties described in the proxy statement relating to the proposed transaction, which is anticipated to be filed by Magnum Opus with the SEC and other documents filed by Forbes or Magnum Opus from time to time with the SEC. These filings might identify and address other vital risks and uncertainties that could result in genuine situations and success to vary materially from these expressed or implied in the ahead-on the lookout statements. Forward-hunting statements in this communication incorporate statements concerning the proposed transaction, like the timing and composition of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Magnum Opus nor Forbes can assure you that the ahead-on the lookout statements in this communication will show to be exact. These forward-hunting statements are matter to a range of risks and uncertainties, like the potential to total the organization mix owing to the failure to receive approval from Magnum Opus’s shareholders or fulfill other closing circumstances in the company combination agreement, the occurrence of any function that could give rise to the termination of the organization mixture agreement, the skill to identify the anticipated positive aspects of the business enterprise mixture, the quantity of redemption requests built by Magnum Opus’s community shareholders, expenses similar to the transaction, the affect of the international COVID-19 pandemic, the threat that the transaction disrupts recent designs and functions as a consequence of the announcement and consummation of the transaction, the result of any prospective litigation, governing administration or regulatory proceedings and other challenges and uncertainties, like individuals to be integrated below the heading “Risk Factors” in the proxy assertion to be submitted by Magnum Opus with the SEC and those involved under the heading “Risk Factors” in the Magnum Opus’s ultimate prospectus relating to its first public giving dated March 23, 2021 and other filings with the SEC. In mild of the substantial uncertainties in these ahead-hunting statements, you should really not regard these statements as a illustration or guarantee by Magnum Opus, Forbes, their respective administrators, officers or staff or any other individual that Magnum Opus and Forbes will obtain their targets and strategies in any specified time frame, or at all. The ahead-hunting statements in this conversation symbolize the views of Magnum Opus and Forbes as of the day of this interaction. Subsequent occasions and developments might bring about people views to transform. Nonetheless, while Magnum Opus and Forbes may possibly update these forward-seeking statements in the long term, there is no recent intention to do so, other than to the extent required by relevant regulation. You really should, thus, not depend on these forward-searching statements as symbolizing the sights of Magnum Opus or Forbes as of any day subsequent to the day of this conversation.
Essential Information and facts and Exactly where to Locate it
In link with the proposed transaction, Magnum Opus will file a preliminary proxy assertion and a definitive proxy statement with regard to the shareholders meeting of Magnum Opus to vote on the proposed transaction. Shareholders of Magnum Opus and other interested persons are encouraged to go through, when readily available, the preliminary and definitive proxy statements as very well as other files to be submitted with the SEC because these files will have significant info about Magnum Opus, Forbes and the proposed transaction. The definitive proxy statement will be mailed to shareholders of Magnum Opus as of a history date to be set up for voting on the proposed transaction. As soon as accessible, shareholders of Magnum Opus will also be able to receive a duplicate of the proxy statements and other documents filed with the SEC with out cost, by directing a request to: Unit 1009, ICBC Tower, Three Back garden Street, Central, Hong Kong. The preliminary and definitive proxy statements, after out there, can also be acquired, with no cost, at the SEC’s web site (www.sec.gov).
Contributors in the Solicitation
Magnum Opus and Forbes and their respective administrators and govt officers may be considered contributors in the solicitation of proxies with regard to the potential transaction described in this communication less than the principles of the SEC. Facts about the directors and executive officers of Magnum Opus and their ownership is set forth in Magnum Opus’s filings with the SEC, including its closing prospectus relating to its first community featuring dated March 23, 2021. Added data relating to the folks who could, under the procedures of the SEC, be considered contributors in the solicitation of the Magnum Opus shareholders in link with the potential transaction will be established forth in the preliminary and definitive proxy statements when people are filed with the SEC. These files are available free of charge of charge at the SEC’s site at www.sec.gov or by directing a request to: Device 1009, ICBC Tower, A few Garden Highway, Central, Hong Kong.
No Give or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in regard of the potential transaction and does not constitute an provide to market or a solicitation of an supply to acquire any securities of Magnum Opus or Forbes, nor shall there be any sale of any these types of securities in any point out or jurisdiction in which such provide, solicitation or sale would be illegal prior to registration or qualification under the securities regulations of these point out or jurisdiction. No provide of securities shall be manufactured except by usually means of a prospectus conference the needs of the Securities Act.
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