FC Barcelona („FCB“) and Mountain & Co. I Acquisition Corp.
(„MCAA“) today announced an amendment to their existing Business
Combination Agreement, dated August 11, 2023, as amended on
September 8, 2023, which will further strengthen the partnership
between the parties. Through this amendment, the parties will focus
on meeting near-term operational targets including strategic
alliances for global distribution with industry leading partners.
At the same time, the amendment reduces closing conditionality for
public shareholders of MCAA. The financial requirements of the
business combination have been revised with the objective to
enhance structural flexibility. The previous minimum cash
condition, designated to cover expenses, has been adjusted to
require that Barça Media has not less than €90 million in cash at
closing, which amount threshold will be reduced by any cash
received by FCB in connection with the contemplated transactions
and will be measured prior to the payment of any transaction
expenses. The minimum proceeds condition (i.e., the requirement
that FCB or its affiliates receive €40 million) can now be met
through various sources, and is only required to be satisfied as of
the closing of the business combination. Furthermore, FCB‘s
previous unilateral termination right, introduced in an earlier
amendment, has been removed. As amended, the business combination
agreement provides for a termination right by FCB if funding of €40
million has not been received or committed by December 31, 2023.
The parties believe that these amendments are reflective of the
overall strength of the ongoing collaboration between MCAA and FCB,
highlighting the parties’ shared vision and the commitment to Barça
Media.
Forward-Looking Statements
This communication contains 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, as amended, that are based on
beliefs and assumptions and on information currently available to
MCAA and Bridgeburg Invest, S.L. (the “Company”), an indirect
subsidiary of FCB 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 MCAA’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, including Section 7.3(e) of the business
combination agreement, the level of redemptions by MCAA’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 MCAA’s shareholders and FCB’s general assembly, and
to satisfy other closing conditions in the business combination
agreement; FCB’s ability to terminate the business combination
agreement if funding of €40 million has not been received by or
committed to FCB by December 31, 2023 pursuant to Section 8.1(h) of
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 MCAA, the Company, FCB or others; the
ability to recognize the anticipated benefits of the proposed
transaction; the amount of redemption requests made by MCAA’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 ability of MCAA to maintain its listing on Nasdaq
prior to 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 FCB’s
brand and reputation; the Company’s ability to adequately protect
against media piracy; the ability of MCAA, 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 (the
“Registration Statement”) 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 MCAA 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 the 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 MCAA to
vote on the proposed transaction. Shareholders of MCAA 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, MCAA 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 MCAA as of a record date to be
established for voting on the proposed transaction. Once available,
shareholders of MCAA 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
MCAA, 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 MCAA and
their ownership is set forth in MCAA’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 MCAA’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
MCAA 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/20231026208821/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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