LUXEMBOURG and NEW YORK, Feb. 25,
2020 /PRNewswire/ -- Akazoo
S.A. (NASDAQ: SONG) ("Company"), a leading
global music streaming platform and media technology company with a
strong international market position focused on emerging markets,
today announced a special and an extraordinary general meeting of
shareholders (the "Special General Meeting" and the "Extraordinary
General Meeting", both the "Meetings") to be held on Tuesday, March 17, 2020 at 4pm and 5pm CET,
respectively, at the Company's registered office located at 19, Rue
de Bitbourg, L-1273 Luxembourg,
Grand Duchy of Luxembourg. At the
Meetings, shareholders will be asked to vote on, among other
proposals, the authorization to repurchase shares, the approval of
the Company's omnibus equity incentive plan, the appointment of two
additional independent directors, the appointment of the Company's
independent auditor and the amendment of the Company's articles of
association. Akazoo's Board of Directors unanimously recommends
that shareholders vote in favour of the proposals.
Tuesday, February 18, 2020
(11 pm Luxembourg time) has been set as the record
date for the determination of shareholders entitled to vote at the
Meetings.
Share repurchase authorization
The Board recommends approval of a new share repurchase
authorization of up to $5 million and up to 1.0 million shares
of the Company's common stock. Repurchases will be subject to
market conditions and will be made through open market purchases,
privately negotiated transactions or otherwise, including pursuant
to SEC trading rules and otherwise in accordance with applicable
law. The actual timing, number and value of shares repurchased will
be determined by management at its discretion and will depend on a
number of factors. There is no guarantee as to the exact number of
shares, if any, that may be repurchased by the Company under this
authorization.
Appointment of additional independent directors
The Board of Directors recommends approving the appointment of
Mr. Asit Mehra and Mr. Colin Miles as independent directors to its
Board.
Asit Mehra is Executive Vice
President and a member of the management team of Omnicom Group,
where he is responsible for growing several of Omnicom's key client
relationships. Asit has been with Omnicom for almost thirteen
years, before which he spent 18 years at the Interpublic Group,
where he held multiple roles.
Colin Miles is a TMT sector
veteran and entrepreneur who has built companies across
Southeast Asia and Europe in the e-commerce and online sectors.
He is currently an Honorary Chair Emeritus of MEF Asia and a member
of the board of directors of NextID and AdStamp.io, blockchain
technology companies.
Approval of omnibus equity incentive plan
The Board recommends the approval of its omnibus equity
incentive plan, the terms of which have previously been disclosed
in the Company's SEC filings and a copy of which will be provided
to shareholders together with the proxy materials for the Special
General Meeting.
Appointment of independent auditor
Furthermore, the Board recommends the appointment of BDO Audit
S.A. as the Company's independent auditor (réviseur
d'entreprises agréé), and BDO LLP as the Company's independent
registered public accountants, in each case for the financial year
ended December 31, 2019. Following
the reverse merger transaction last year, Crowe UK LLP, the
Company's auditor since 2016, will be succeeded by BDO without
cause. Crowe UK LLP will remain auditor of Akazoo Limited, the
group's UK entity.
Amendment of the Company's articles of association
Finally, the principal reason for holding the Extraordinary
General Meeting is the amendment of the Company's articles of
association in order to include the concept of the record date for
shareholder general meetings, as applied by comparable Luxembourg companies listed on markets outside
the European Union, as well as to clarify certain other corporate
governance matters and convening and holding procedures and
formalities for general meetings of shareholders of the
Company.
About Akazoo
Akazoo is a global, on-demand music and audio streaming and
media and A.I. technology company, founded in 2010, with a focus on
emerging markets and a presence in 25 countries. Akazoo's premium
service provides subscribers with unlimited online and offline
high-quality music streaming access to a catalogue of over 45
million songs on an ad-free basis. Akazoo uses patented A.I. for
music recommendations and offers online and offline listening.
Akazoo's free, ad-supported radio service consists of over 80,000
stations and exists as a separate service and application. As
consumers across the globe continue to shift their media
consumption to mobile devices, Akazoo is equipped with a
world-class mobile application and user experience which works
seamlessly across a multitude of mobile devices and provides a
high-quality user experience across a range of mobile networks from
2G to 4G LTE and soon 5G.
Forward Looking Statements
This release contains certain forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, as amended, based on the
current expectations, estimates and projections of the Company
about its operations, industry, financial condition, performance,
results of operations, and liquidity. Forward-looking statements
can be identified by the fact that they do not relate strictly to
historical or current facts. Statements containing words such as
"may," "could," "believe," "anticipate," "expect," "intend,"
"plan," "project," "projections," "business outlook," "guidance,"
"estimate," or similar expressions constitute forward-looking
statements. Forward-looking statements represent management's
current expectations or predictions of future conditions, events or
results. These forward-looking statements include, but are not
limited to, statements about, or are based upon assumptions
regarding, the Company's strategies and future financial
performance; expectations or estimates about future business plans
or objectives, prospective performance and opportunities and
competitors, including revenues; customer acquisition and
retention; operating expenses; market trends, including those in
the markets in which the Company competes; liquidity; cash flows
and uses of cash; capital expenditures; the Company's ability to
invest in growth initiatives and pursue acquisition opportunities;
the Company's products and services; pricing; marketing plans; the
sources and uses of cash; and the continued listing of the
Companies' securities on the Nasdaq Capital Market. You are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's good faith beliefs,
assumptions and expectations only as of the date hereof. Any such
forward-looking statements are not guarantees of future performance
or results and involve risks and uncertainties that may cause
actual performance and results to differ materially from those
predicted, many of which are beyond the Company's control. Reported
results should not be considered an indication of future
performance. Except as required by law, we undertake no obligation
to publicly release the results of any revision or update to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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SOURCE Akazoo
