MarketWise, Inc. Announces Successful Completion of Exchange Offer and Consent Solicitation
September 19 2022 - 4:05PM
MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”), a
leading multi-brand digital subscription services platform
providing premium financial research, software, education, and
tools for self-directed investors, today announced the completion
of its previously announced exchange offer (the “Offer”) and
consent solicitation (the “Consent Solicitation”) relating to its
outstanding (i) public warrants to purchase shares of Class A
common stock of the Company, par value $0.0001 per share (the
“Class A common stock”), which warrants trade on The Nasdaq Global
Market (the “Nasdaq”) under the symbol “MKTWW”(the “public
warrants”), and (ii) private placement warrants to purchase shares
of Class A common stock (together with the public warrants, the
“warrants”). The Company issued 5,725,681 shares of Class A common
stock in exchange for the warrants tendered in the Offer.
As previously announced, the Company and
Continental Stock Transfer & Trust Company entered into the
related amendment to the warrant agreement governing the warrants
(the “Warrant Amendment”), dated September 15, 2022. Pursuant to
the Warrant Amendment, the Company exercised its right to exchange
each warrant that is outstanding upon the closing of the Offer for
0.17325 shares of Class A common stock per warrant, which is a
ratio 10% less than the exchange ratio applicable to the Offer (the
“Post-Offer Exchange”). The Company has fixed the date for the
Post-Offer Exchange as September 30, 2022.
As a result of the completion of the Offer and
the Post-Offer Exchange, no warrants will remain outstanding.
Accordingly, the public warrants will be suspended from trading on
the Nasdaq and will be delisted upon completion of the Post-Offer
Exchange. The shares of Class A common stock will continue to be
listed and trade on the Nasdaq under the symbol “MKTW.” Following
completion of the Offer, there are approximately 33,659,444 shares
of Class A common stock outstanding (an increase of approximately
20% from prior to the closing of the Offer), and following
completion of the Post-Offer Exchange there will be approximately
33,873,591 shares of Class A common stock outstanding (an increase
of approximately 21% from prior to the closing of the Offer and the
Post-Offer Exchange).
The Company engaged BofA Securities as the
dealer manager for the Offer and Consent Solicitation, D.F. King
& Co., Inc. as the information agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company
served as the exchange agent for the Offer and Consent
Solicitation.
About MarketWise
Founded with a mission to level the playing
field for self-directed investors, today MarketWise is a leading
multi-brand subscription services platform providing premium
financial research, software, education, and tools for
investors.
With more than 20 years of operating history,
MarketWise is currently comprised of 11 primary customer facing
brands, offering more than 180 products, and serving a community of
approximately 16 million free and paid subscribers. MarketWise’s
products are a trusted source for high-value financial research,
education, actionable investment ideas, and investment software.
MarketWise is a 100% digital, direct-to-customer company offering
its research across a variety of platforms including mobile,
desktops, and tablets. MarketWise has a proven, agile, and scalable
platform and our vision is to become the leading financial
solutions platform for self-directed investors.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws,
including statements regarding the expected consummation of the
Post-Offer Exchange. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including, but not limited to
those described under the section entitled “Risk Factors” in the
Company’s Registration Statement on Form S-4/A, filed August 31,
2022, as such factors may be updated from time to time in the
Company’s periodic filings with the U.S. Securities and Exchange
Commission (the “SEC”), which are accessible on the SEC’s website
at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and
assumptions, the forward-looking events and circumstances discussed
in this press release may not occur and actual results could differ
materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
We do not give any assurance that we will achieve our
expectations.
MarketWise Investor Relations ContactJonathan
Shanfield - MarketWise Investor RelationsJamie Lillis - Solebury
Trout(800) 290-4113ir@marketwise.com
MarketWise Media
ContactEmail: media@marketwise.com
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