Anghami Inc. (“Anghami” or the “Company”), the leading music
streaming platform and service in the Middle East and North Africa,
and Vistas Media Acquisition Company Inc. (NASDAQ: VMAC) (“VMAC”),
a publicly traded special purpose acquisition company, announced
today that the registration statement on Form F-4 filed by Anghami
with the Securities and Exchange Commission (“SEC”) was declared
effective by the SEC on December 16, 2021. The registration
statement was filed in connection with the previously announced
Business Combination between VMAC and Anghami.
The Company has scheduled a Special Meeting of
Stockholders for January 19, 2022 to approve the Business
Combination. The closing of the Business Combination is subject to
completion of previously disclosed closing conditions and approvals
contained in the merger agreement and is expected to close promptly
after the Special Meeting. Upon the closing of the Business
Combination, the Company will operate under the Anghami name and is
expected to be listed on NASDAQ trading under the new symbol
“ANGH”.
The registration statement contains the proxy
statement / prospectus and is available through the SEC’s website
at www.sec.gov or on VMAC’s website at vmac.media.
About Vistas Media Acquisition Company
Inc.Vistas Media Acquisition Company Inc. is a blank check
company, also commonly referred to as a Special Purpose Acquisition
Company, or SPAC, formed for the purpose of effecting a merger,
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
entities in the Global Media and Entertainment sector.
To learn more about Vistas Media Acquisition
Company Inc., please visit https://vmac.media.
About Anghami Inc.Anghami is
the leading digital music entertainment technology platform in the
Middle East and North Africa, with the largest catalog comprising
more than 57 million songs available for more than 70 million
users. When it launched in 2012, Anghami was the first
music-streaming platform in MENA. In digitizing the region’s music,
it has become the best-known and best-loved brand in music
streaming in MENA. Today, Anghami features licensed content from
leading Arabic labels, independent artists and distributors.
Anghami also features music from the major International labels
such as Universal, Sony, Warner and is continuously licensing new
content. Headquartered in Abu Dhabi, it has offices in Beirut,
Dubai, Cairo and Riyadh and operates in 16 countries across MENA.
It is the only service available in English, Arabic and French, and
remains close to its customer base, not only thanks to its
pan-regional presence but also via the 56 million user data points
it generates every day.
To learn more about Anghami, please visit:
https://anghami.com.
Additional Information and Where to Find
It
In connection with the proposed business
combination between VMAC and Anghami, Anghami filed a registration
statement on
Form F-4 (File No. 333-260234) (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”), which was declared effective on
December 16, 2021, with respect to Anghami’s securities to be
issued in connection with the proposed business combination, and
VMAC filed a definitive proxy statement in connection with VMAC’s
solicitation of proxies for the vote by VMAC’s stockholders in
connection with the proposed business combination and other matters
as described in the proxy statement, as well as the prospectus
relating to the offer of the securities to be issued to VMAC’s
stockholders in connection with the completion of the business
combination. VMAC has mailed the definitive proxy statement and
other relevant documents to its stockholders as of the record date
established for voting on the proposed business combination. VMAC’s
stockholders and other interested persons are advised to read the
Registration Statement and the amendments thereto and the
definitive proxy statement/consent solicitation/prospectus, in
connection with VMAC’s solicitation of proxies for its special
meeting of stockholders to be held on January 19, 2022 to
approve, among other things, the proposed business combination (the
“Special Meeting”), because these documents contain important
information about VMAC, Anghami and the proposed business
combination.
VMAC’s stockholders may also obtain a copy of
the proxy statement/prospectus, as well as other documents filed
with the SEC regarding the proposed business combination and other
documents filed with the SEC by VMAC, without charge, at the SEC’s
website located at www.sec.gov or by directing a request to
fjc@vmac.media.
Participants in
SolicitationVMAC and its directors and executive officers
may be deemed participants in the solicitation of proxies from
VMAC’s stockholders with respect to the business combination. A
list of the names of those directors and executive officers and a
description of their interests in VMAC will be included in the
proxy statement/prospectus for the proposed business combination
and be available at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
Anghami and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of VMAC in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement/prospectus for the proposed business
combination, which will be made available as noted in the above
paragraph.
Cautionary Statement Regarding
Forward-Looking StatementsThis press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. VMAC’s and Anghami’s actual results
may differ from their expectations, estimates, and projections and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, the satisfaction of the
closing conditions to the proposed business combination, and the
timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Most of these factors are outside VMAC’s and Anghami’s control and
are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the Business Combination Agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against VMAC and Anghami following the announcement of
the Agreement and the transactions contemplated therein; (3) the
inability to complete the proposed business combination, including
due to failure to obtain approval of the stockholders of VMAC and
Anghami, certain regulatory approvals, or satisfy other conditions
to closing in the Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the Agreement or could otherwise cause the
transaction to fail to close; (5) the impact of COVID-19 on
Anghami’s business and/or the ability of the parties to complete
the proposed business combination; (6) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (7) costs related to the proposed business
combination; (8) changes in applicable laws or regulations; (9) the
possibility that Anghami or VMAC may be adversely affected by other
economic, business, and/or competitive factors; and (10) other
risks and uncertainties indicated from time to time in the final
prospectus of VMAC for its initial public offering, including those
under “Risk Factors” therein, and in VMAC’s other filings with the
SEC. VMAC cautions that the foregoing list of factors is not
exclusive. VMAC cautions readers not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. VMAC does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
No Offer or SolicitationThis
press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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, or an exemption therefrom.
Contacts:
VMAC:F. Jacob Cherian, CEO +1
212- 859-3525fjc@vmac.media
Investor Contact:Ashley
DeSimone / Brett Milotte, ICRAshley.Desimone@icrinc.com /
Brett.Milotte@icrinc.com
Middle East Media:Dhanya Issac
/ Omar Nasro, ASDA’A BCWDhanya.Issac@bcw-global.com /
Omar.Nasro@bcw-global.com
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