- High-growth business with audiovisual and digital divisions
that produce dynamic content to engage, reward and build
connections with the Club’s global fanbase
- Transaction values the combined company at a pro-forma
enterprise value of approximately US$1 billion
- Barça Media will continue to be managed by a highly experienced
team of sports, media and entertainment professionals headed by
experienced Spanish media executive Toni Cruz as Chief Executive
Officer
- Business combination provides new capital to Barça Media to
advance the company’s multi-pronged growth strategy
- This is a major strategic transaction for FC Barcelona,
reinforcing the digital transformation of the Club, which was
initiated by the onboarding of strategic partners in 2022
FC Barcelona (“FC Barcelona” or the “Club”), one of the world’s
most successful and storied professional football clubs, today
announced that it has entered into a definitive agreement with
Mountain & Co. I Acquisition Corp. (NASDAQ: MCAA), a publicly
traded special purpose acquisition company, to bring its content
creation platform, Barça Media (“Barça Media” or the “Business”),
to the U.S. and other global financial markets.
With more than 330 million fans and 434 million television
viewers during the 2021 / 2022 season alone and 421 million social
media followers across the globe, FC Barcelona is one of the
world’s most visible and valuable sports franchises. Barça Media
centralizes the creation, production and commercialization of FC
Barcelona’s audiovisual, digital and esports output. The Business
incorporates substantially all of the digital content the Club has
produced over the past 20 years, targeting fans of all ages around
the globe. Its mission is to produce dynamic and engaging content
that feeds the Club’s different distribution channels and can be
promoted via FC Barcelona’s various social media platforms
(Twitter, Instagram, Facebook, YouTube, Twitch), which together
generated nearly 2.5 billion interactions during the 2021 / 2022
season. Barça Media also licenses content to and partners and
collaborates with other best-in-class content platforms including
Disney+, DirecTV, Sony Pictures, Univision, DAZN and others. Each
year, Barça Media produces thousands of pieces of original content
and services to grow FC Barcelona’s brand recognition and position
itself to be a global digital media and entertainment powerhouse in
a massive global marketplace.
The combination with Mountain & Co. I Acquisition Corp. will
give Barça Media access to the U.S. capital markets to create an
even stronger platform to accelerate its multi-pronged growth
strategy. FC Barcelona has the largest fanbase among all
professional football clubs and an exceptional brand recognition.
Barça Media intends to capitalize on these factors and leverage
strong market tailwinds, to produce original content that
stimulates fan engagement and drives long-term profitable growth.
FC Barcelona expects Barça Media to serve as an important source of
revenue in the coming years and has assigned significant resources
to support the Business.
“We have made considerable progress in the digital and
audiovisual spaces to ensure that Barça Media will grow into a
multifaceted content creation hub that leverages the power and
unique assets of the world-renowned FC Barcelona brand,” commented
Joan Laporta, FC Barcelona President. “The differentiated content
that we have already produced has proven extremely valuable,
resonating well and driving meaningful engagement with our growing
global fanbase while generating new revenue streams. This step is a
strategic decision that will give us additional resources to
continue to grow the platform at a time when the demand for
sports-themed digital content is expanding exponentially.”
Dr. Cornelius Boersch, CEO of Mountain & Co. I Acquisition
Corp., commented, “Barça Media has demonstrated its ability to
manufacture, market and monetize original content that reaches and
resonates with FC Barcelona fans across different channels.
Additionally, the Business is doing this in a highly deliberate
manner that will drive sustained fan interest and support free cash
flow growth. Football is already the world’s most popular sport and
continues to gain traction in high-growth markets such as the
United States. With the 2026 FIFA World Cup being played in 16
cities across North America, we believe it is an excellent time for
this partnership and to capitalize on a growing captive audience
for the authentic content the Business is creating. We look forward
to partnering with the Business to further its mission.”
Key Transaction Terms
The transaction values the pro-forma company at an estimated
enterprise value of approximately US$1 billion, and will provide
unrestricted cash on Barça Media’s balance sheet depending on
redemption levels. Upon closing, the Class A common stock of the
combined company is expected to be listed on NASDAQ under the
ticker symbol “BRME”.
Assuming no redemptions and no further capital raised, it is
expected that the closing of the transaction will result in around
80% of the outstanding shares being owned by Barça Media’s existing
shareholders, including FC Barcelona, Blaugrana Invest, S.à.r.l.,
and Libero Football Finance AG. FC Barcelona is expected to own a
majority of the shares in Barça Media as a result of the
transaction. Blaugrana Invest, S.à.r.l. which is within the
corporate group of Socios.com, a leading sports and entertainment
fan engagement platform, and Libero Football Finance AG, a
Germany-based pan-European specialist in working capital financing
for football companies, are both strategic partners of Barça Media.
In connection with the transaction, Libero Football Finance AG and
another purchaser, advised by NIPA Capital B.V., which will
continue to manage and advise the entity, each purchased a portion
of shares of the Club’s digital business from existing minority
shareholders and each will be represented on the board of directors
of Barça Media.
Barça Media is led by a highly experienced team of sports, media
and entertainment professionals. Upon completion of the business
combination, as part of a broader transition team, Mountain &
Co. I Acquisition Corp.’s Chief Financial Officer Alexander Hornung
and Chief Strategy Officer Dr. Thomas Middelhoff, who previously
served as CEO of multinational media conglomerate Bertelsmann, will
join Barça Media as Chief Financial Officer and Chief Strategy
Officer, respectively.
The transaction requires the approval of shareholders of
Mountain & Co. I Acquisition Corp., the approval of members of
the Club’s general assembly and is subject to other customary
closing conditions and is expected to close in the last quarter of
2023.
Investor Presentation Information
Investors may listen to a conference call regarding the proposed
business combination on Friday, August 11, 2023 at 8:00am ET.
Investors may access the call and corresponding investor
presentation with more information at www.mountain-spac.com. The
investor presentation was also furnished by Mountain & Co. I
Acquisition Corp. with the U.S. Securities and Exchange Commission
(the “SEC”) as an exhibit to a Current Report on Form 8-K, and is
available on the SEC website at www.sec.gov.
Advisors
Key Capital acted as exclusive financial advisor to FC
Barcelona. Perez-Llorca acted as lead legal advisor to FC Barcelona
and Troutman Pepper Hamilton Sanders LLP acted as a US legal
advisor to FC Barcelona. Sullivan & Cromwell LLP acted as lead
legal advisor to Mountain & Co. I Acquisition Corp. Stifel
acted as capital markets advisor to Mountain & Co. I
Acquisition Corp. Kirkland & Ellis LLP acted as legal advisor
to Stifel.
About Barça Media
Barça Media is the digital content creation platform for FC
Barcelona, one of the world’s most successful and storied
professional football clubs. Barça Media centralizes the creation,
production and commercialization of FC Barcelona’s, digital and
esports output. The Business incorporates all of the digital
content the Club has produced over the past 20 years targeting fans
of all ages around the globe. Its mission is to produce dynamic and
engaging content that feeds FC Barcelona’s different distribution
channels and can be promoted via the club’s various social media
channels. Barça Media serves to capitalize on the strength of FC
Barcelona’s global brand as well as strong market tailwinds to
produce original digital content that stimulates fan engagement and
drives long-term profitable growth.
About Mountain & Co. I Acquisition Corp.
Mountain & Co. I Acquisition Corp. is a blank check company
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
entities. Listed on the NASDAQ under the ticker “MCAA,” Mountain
& Co. I Acquisition Corp. was formed by the founders of
international investment firm Mountain Partners.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of section 27A of the Securities Act and Section 21E of
the Exchange Act that are based on beliefs and assumptions and on
information currently available to Mountain & Co. I Acquisition
Corp. (“Mountain”) and Bridgeburg Invest, S.L. (the “Company”), an
indirect subsidiary of the Club under a newly-formed Netherlands
private limited liability company to be renamed Barça Media. In
some cases, you can identify forward-looking statements by the
following words: “budget,” “may,” “will,” “could,” “would,”
“should,” “forecast,” “future,” “might,” “outlook,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” “target,” “seek” or
the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans as they relate to the proposed transaction, are
also forward-looking statements. These forward-looking statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from the information expressed or implied
by these forward-looking statements. Most of these factors are
outside Mountain’s, the Company’s and Barça Media’s control and are
difficult to predict. Forward-looking statements in this
communication include, but are not limited to, statements regarding
the proposed transaction, including the timing and structure of the
transaction, the satisfaction of the closing conditions to the
proposed transaction, the level of redemptions by Mountain’s public
shareholders, the prospects and anticipated value of Barça Media
and its content, services and brand in the future, and the proceeds
and benefits of the proposed transaction. These forward-looking
statements are subject to a number of risks and uncertainties,
including, among others: changes in domestic and foreign business,
market, financial, political and legal conditions; the ability to
complete the business combination due to the requirement to obtain
approval from Mountain’s shareholders and the Club’s general
assembly, and to satisfy other closing conditions in the business
combination agreement; the ability to successfully negotiate and
enter into the ancillary agreements to the business combination
agreement, including, but not limited to, the content production
and license agreement; the occurrence of any event that could give
rise to the termination of the business combination agreement; the
outcome of any legal proceedings that have been or may be
instituted against Mountain, the Company, the Club or others; the
ability to recognize the anticipated benefits of the proposed
transaction; the amount of redemption requests made by Mountain’s
public shareholders; whether Barça Media’s shares will be approved
for listing on the Nasdaq and the ability to meet stock exchange
listing standards following the consummation of the proposed
transaction; the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and
thereafter; costs related to the proposed transaction; the
Company’s ability to grow and achieve its business objectives; the
effects of competition on the Company’s future business; changes in
consumer viewing habits and the emergence of new content
distribution platforms; the Company’s ability to execute a digital
media strategy that generates the revenue anticipated; the
Company’s ability to maintain, enhance and protect and the
Company’s dependence on the popularity of the Club’s brand and
reputation; the Company’s ability to adequately protect against
media piracy; the ability of Mountain, Barça Media or the Company
to issue equity or obtain financing in connection with the proposed
transaction or in the future; 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 Barça Media
with the SEC and those included under the heading “Risk Factors” in
the annual report on Form 10-K for year ended December 31, 2022 of
Mountain and in its subsequent quarterly reports on Form 10-Q and
other filings with the SEC.
The forward-looking statements in this communication speak only
as of the date of this communication. However, while Mountain, the
Company and Barça Media may elect to update these forward-looking
statements at some point in the future, there is no current
intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing the views of Mountain, the Company and
Barça Media as of any date subsequent to the date of this
communication.
Additional Information and Where to Find It
In connection with the proposed transaction, Barça Media intends
to file with the SEC a registration statement on Form F‑4 that will
include a prospectus with respect to Barça Media’s securities to be
issued in connection with the proposed transaction and a proxy
statement with respect to the shareholder meeting of Mountain to
vote on the proposed transaction. Shareholders of Mountain 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 Barça Media, the Company,
Mountain and the proposed transaction. After the registration
statement is declared effective by the SEC, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholders of Mountain as of a record date to
be established for voting on the proposed transaction. Once
available, shareholders of Mountain will also be able to obtain a
copy of the registration statement, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Mountain & Co. I
Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington,
Delaware 19807. 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
Mountain, the Company and Barça Media 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 executive officers of
Mountain and their ownership is set forth in Mountain’s filings
with the SEC, including its annual report on Form 10-K for the year
ended December 31, 2022 and subsequent filings, including quarterly
reports on Form 10-Q and Forms 4. Information about the Company’s
and Barça Media’s respective directors and executive officers and
their ownership will be set forth in the preliminary and definitive
proxy statement/prospectus to be included in the Registration
Statement. Additional information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of Mountain’s shareholders in connection with the
potential transaction will be set forth in the preliminary and
definitive proxy statement/prospectus to be included in the
Registration Statement. These documents are available free of
charge at the SEC’s website at www.sec.gov or by directing a
request to: Mountain & Co. I Acquisition Corp., 4001 Kennett
Pike, Suite 302 Wilmington, Delaware 19807.
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 an offer to buy any securities of
Mountain or Barça Media, 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 the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230809665551/en/
Investors: ICR Jacques Cornet and Brett Milotte
BarcelonaMedia@icrinc.com Media: ICR Jason Chudoba, Megan
Kivlehan, Matthew Chudoba BarcelonaMedia@icrinc.com
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