- TNL Mediagene operates media brands in Chinese and Japanese
that reach more than 50 million unique visitors
- TNL Mediagene created by merger of Taiwan's The News Lens Co. and Japan's Mediagene Inc.
- TNL Mediagene provides independent news and commentary, as well
as original and licensed content on business, technology, science,
sports, food and lifestyles
- TNL Mediagene's proprietary AI- and big-data-based advertising-
and marketing-technology platforms are state of the art and empower
multinational brands to target Asian millennial and Gen Z
customers
- Blue Ocean brings deep media experience and background to
combination
CHEVY
CHASE, Md., June 6, 2023
/PRNewswire/ -- TNL Mediagene, a leading Asian digital-media
company, and Blue Ocean Acquisition Corp (Nasdaq: BOCN), a special
purpose acquisition company, today announced a definitive agreement
for a business combination that is expected to result in TNL
Mediagene becoming a publicly traded company in the United States.
The combined company will build TNL Mediagene's presence in
Japan, Taiwan and Southeast
Asia, delivering high-quality, politically neutral content
on news, business, technology, science, sports, food and
lifestyles. It will expand its brand portfolio of millennial- and
Gen Z-targeted Chinese, Japanese and English digital products and
widen the reach of its AI-driven analytics, advertising and
marketing technology products.
"We are perfectly positioned to serve younger audiences in the
world's most dynamic region with products that are built just for
them," Joey Chung, the company's
chief executive and co-founder said. "We are independent of
existing media groups, determined to preserve our independence and
focused on using technology to deliver the right content to our
audiences and customers at the right time in the format that they
want it."
TNL Mediagene was formed in May
2023 by the merger of Taipei-based The News Lens Co. (TNL), which
through rapid growth and strategic acquisitions over the last
decade has become a leading independent, pan-Asian digital-media
group, and Tokyo-based Mediagene
Inc. (MG), Japan's leading digital
media company, which was founded 25 years ago and today includes a
number of original and licensed Japanese-language brands, including
Business Insider Japan, GIZMODO JAPAN, Lifehacker Japan, DIGIDAY JAPAN, ROOMIE and MASHING UP. Combined,
measured by Google Analytics, the group's brands reach an average
of more than 50 million users each month.
"By combining forces, TNL and Mediagene have created a
first-class, pan-Asian digital-media group," Mediagene CEO and
founder Motoko Imada said. "By
becoming a public company in the U.S., we would also like to
continue to grow with the support of international investors, with
the goal of becoming a media company that connects the world by
providing reliable information about Asia, including Japan, to the rest of the world."
Richard Leggett, Blue Ocean's
chief executive, said: "This transaction brings together the
dramatic growth stories already written by TNL and Mediagene,
offering best-in class regional content with powerful AI-powered
MarTech and AdTech that positions the group to succeed in one of
the world's fastest growing regions."
Blue Ocean itself was founded and is run by investors with deep
media, operating, investing and international experience and is
backed in part by North Base Media, a global media-focused
venture-capital firm.
Transaction Details
Pursuant to the business combination agreement for the
transaction, Blue Ocean will merge with a wholly owned subsidiary
of TNL Mediagene with Blue Ocean surviving the merger as a wholly
owned subsidiary of TNL Mediagene (the "Merger"), and TNL Mediagene
becoming a publicly listed company on the NASDAQ. As a result
of the Merger, outstanding shares and warrants of Blue Ocean will
be canceled and converted into the right to receive equivalent
shares and warrants of TNL Mediagene. The transaction gives TNL
Mediagene a pre-money enterprise value of approximately
$275 million.
In connection with the Merger, Blue Ocean Sponsor LLC, a
Cayman Islands limited liability
company and certain insiders and other shareholders holding Class B
common shares in Blue Ocean have agreed to defer receipt of the
shares of TNL Mediagene that they will receive pursuant to the
Merger for up to 36 months.
The Boards of Directors of TNL Mediagene and Blue Ocean,
respectively, have approved the transaction. The transaction will
require approval of the shareholders of Blue Ocean and TNL
Mediagene and is subject to customary closing conditions, including
the receipt of certain regulatory approvals. The transaction is
expected to close in the first quarter of 2024.
Advisors
Sidley Austin LLP and Lee and Li are serving as legal advisor
and Needham & Company, LLC is serving as financial and capital
markets advisor to Blue Ocean. Morrison & Foerster LLP is
serving as legal advisor to TNL Mediagene.
About TNL Mediagene
TNL Mediagene, a Cayman
Islands-registered company, is the product of the
May 2023 merger of Taiwan's The News Lens Co. and Japan's Mediagene Inc., two leading,
independent digital-media groups. Its business includes original
and licensed media brands in Chinese, Japanese and English, across
a range of subjects, including news, business, technology, science,
food, sports and lifestyle; AI-powered advertising and marketing
technology platforms in demand by agencies; and e-commerce and
creative solutions. It takes pride in its political neutrality, its
reach with younger audiences, and its quality. The company has 550
employees across Asia, with
offices in Japan, Taiwan and Hong
Kong.
About Blue Ocean Acquisition Corp.
Blue Ocean Acquisition Corp, a Cayman
Islands exempted company, is a Nasdaq-listed special-purpose
acquisition company formed for the purpose of entering into a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
business or entities. It was founded by an affiliate of North Base
Media (NBM), a global venture-capital firm focused on media. NBM is
a small, minority shareholder of TNL Mediagene and the TNL
Mediagene merger was agreed only after a special independent
committee of the Blue Ocean board of directors commissioned and
received an independent fairness opinion.
Blue Ocean's chairman, Marcus
Brauchli, was the former executive editor of The Washington
Post and former managing editor of The Wall Street Journal, and its
chief executive, Richard Leggett,
was a senior executive at FiscalNote and chief executive of
FrontierView, a business intelligence platform. Matt Lasov, a former director of strategy at
Slalom and global head of advisory and analytics at Frontier
Strategy Group, is Blue Ocean's chief financial officer. Among Blue
Ocean's directors and advisors are former senior executives at
Bloomberg, Reuters, Dow Jones, NBC-Universal and the Trade
Desk.
Management Team
Joey Chung, TNL
Mediagene's CEO, co-founded The News Lens Co. with Chief Content
Officer Mario Yang in 2013 as
a disruptive, politically independent digital-news platform. In the
following decade, he and Mr. Yang expanded the business to include
video, social-media and events businesses; by acquiring companies
that covered sports, technology, lifestyles and food; and through
astute hiring of digitally minded editorial and commercial talent.
Mr. Chung is a graduate of National Taiwan University and
Harvard Business School. Mr. Yang is a
graduate of National Tsing Hua University. Motoko Imada, Mediagene's CEO and Founder,
was an early pioneer in bringing digital media to Japan when she founded Mediagene Inc. 25 years
ago in Tokyo with co-founder
Hiroto Kobayashi. Over the
years, Mediagene has successfully become the leading digital media
platform in Japan having grown
audiences by licensing and operating Japanese-language sites of
well-known international media brands.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, (the "Securities Act") and section 21E of the U.S.
Securities Exchange Act of 1934 (the "Exchange Act") that are based
on beliefs and assumptions and on information currently available
to TNL Mediagene and Blue Ocean. Certain of these forward-looking
statements can be identified by the use of words such as
"believes," "expects," "intends," "plans," "estimates," "assumes,"
"may," "should," "will," "seeks," or other similar expressions that
are predictions or indicated future events or prospects, although
not all forward-looking statements contain these words. Such
statements may include, but are not limited to, statements
regarding the TNL Mediagene and Blue Ocean business combination
that is expected to result in TNL Mediagene becoming a publicly
traded company. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from those
expressed or implied by these forward-looking statements.
Although each of TNL Mediagene and Blue Ocean believes that it has
a reasonable basis for each forward-looking statement contained in
this communication, each of TNL Mediagene and Blue Ocean caution
you that these statements are based on a combination of facts and
factors currently known and projections of the future, which are
inherently uncertain. In addition, there will be risks and
uncertainties described in the proxy statement/prospectus on Form
F-4 relating to the proposed transaction, which is expected to be
filed by TNL Mediagene with the SEC and other documents filed by
TNL Mediagene or Blue Ocean from time to time with the SEC.
These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements. Neither TNL Mediagene nor Blue Ocean can assure
you that the forward-looking statements in this communication will
prove to be accurate. These forward-looking statements are
subject to a number of risks and uncertainties, including, among
others, the ability to complete the business combination due to a
failure to obtain approval from Blue Ocean's shareholders or
satisfy other closing conditions in the business combination
agreement, the occurrence of an event that could give rise to the
termination of the business combination agreement, the ability to
recognize the anticipated benefits of the business combination, the
amount of redemption requests made by Blue Ocean's public
shareholders, costs related to the transaction, the risk that the
transaction disrupts current plans and operations as a result of
the announcement and consummation of the transaction, the outcome
of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those to be included
under the heading "Risk Factors" in the registration statement on
Form F-4 to be filed by TNL Mediagene with the SEC and those
included under the heading "Risk Factors" in the annual report on
Form 10-K for the year ended December 31,
2022, of Blue Ocean and in its subsequent quarterly reports
on Form 10-Q and other filings with the SEC. There may be
additional risks that neither TNL Mediagene or Blue Ocean presently
know or that TNL Mediagene and Blue Ocean currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light
of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a
representation or warranty by TNL Mediagene, Blue Ocean, their
respective directors, officers or employees or any other person
that TNL Mediagene or Blue Ocean will achieve their objectives and
plans in any specified time frame, or at all. These
statements are based on current expectations on the date of this
communication and involve a number of risks and uncertainties that
may cause actual results to differ significantly. TNL Mediagene and
Blue Ocean do not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed transaction, TNL Mediagene will
file a registration statement on Form F-4 with the SEC that will
include a prospectus with respect to TNL Mediagene's securities to
be issued in connection with the proposed transaction and a proxy
statement with respect to the shareholder meeting of Blue Ocean to
vote on the proposed transaction. Shareholders of Blue Ocean
and other interested persons are encouraged to read, when
available, the preliminary proxy statement/prospectus as well as
other documents to be filed with the SEC because these documents
will contain important information about Blue Ocean, TNL Mediagene
and the proposed transaction. After the registration
statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholder of Blue Ocean as of the record date
to be established for voting on the proposed transaction.
Once available, shareholders of Blue Ocean will also be able to
obtain a copy of the F-4, including the proxy statement/prospectus,
and other documents filed with the SEC without charge, by directing
a request to: 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815. The preliminary
and definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained,
without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
TNL Mediagene and Blue Ocean and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the potential transaction
described in this communication under the rules of the SEC.
Information about the directors and officers of Blue Ocean and
their ownership is set forth in Blue Ocean's filings with the SEC,
including its Form 10-K for the year ended December 31, 2022, and subsequent filings under
section 16 of the Exchange Act or on Form 10-Q. Additional
information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Blue Ocean's
shareholders in connection with the potential transaction will be
set forth in the registration statement containing the preliminary
proxy statement/prospectus when those are filed with the SEC.
These documents are available free of charge at the SEC's website
at www.sec.gov or by directing a request to: 2 Wisconsin
Circle, 7th Floor, Chevy Chase, MD
20815.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of any offer to buy any securities
of TNL Mediagene or Blue Ocean, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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SOURCE Blue Ocean Acquisition Corp.
