European FinTech IPO Company 1 BV Announces Business Combination Agreement with Azerion and Calls Extraordinary General Meeting to Obtain Shareholder Approval on January 31, 2022
AMSTERDAM, December 13, 2021 (GLOBE NEWSWIRE) – European FinTech IPO Company 1 BV (“EFIC1”), a Special Purpose Acquisition Company (SPAC) incorporated under the laws of the Netherlands and listed on Euronext Amsterdam (symbol : EFIC1), today announced in a separate joint press release with Azerion Holding BV (“Azerion”), a high-growth entertainment and digital media company, that they have reached an agreement to create a combination of companies (the “Business Combination”), pursuant to which EFIC1 will acquire 100% of the issued and outstanding share capital of Azerion. The rationale for the Business Combination, the proposed structure of the transaction and additional information regarding Azerion and the Business Combination are described in more detail in the aforementioned joint press release, which is available on the EFIC1 website ( www.efic1.com).
The Business Combination is subject to the approval of EFIC1 shareholders at a virtual extraordinary general meeting of shareholders (the “EGM”) which will take place on Monday January 31, 2022 at 10:00 am CET. In the context of COVID-19 and the protection of the health of all participants in the EGM, the board of directors of EFIC1 has decided that shareholders will only be able to attend the EGM virtually, in accordance with the law temporary report related to COVID-19.
EFIC1 TO BECOME AZERION
Subject to the approval of the business combination by the shareholders and certain other customary closing conditions (which may be waived) as agreed in the business combination agreement, as well as the completion of the business combination, the first day of listing and trading of the shares in the company on Euronext Amsterdam under the new name “Azerion Group NV” will be February 2, 2022.
CIRCULAR TO SHAREHOLDERS
EFIC1 has prepared a circular to shareholders which includes the formal convening of the EGM, including the agenda and accompanying explanatory notes, and relevant information for shareholders in relation to the business combination in order to facilitate an appropriate decision.
The agenda of the EGM includes, among other things, proposals aimed at (i) approving the business combination, (ii) appointing the members of the Management Board and the Supervisory Board, (iii) adopting the compensation policy for the Management Board and the Supervisory Board, and (iv) adopt the amendments to the statutes of EFIC1 by two separate amending acts.
The shareholders’ circular, as well as all relevant EGM documents (including the proposed articles of association for the business combination), as well as all the information required by Dutch law, are published on www.efic1.com and may be obtained – free of charge – via [email protected]
REDEMPTION ARRANGEMENT OF EFIC1 PUBLIC SHAREHOLDERS
In the context of the Business Combination, the shareholders of EFIC1 can ask EFIC1 to buy back all or part of the ordinary shares they hold. This repurchase will be carried out if and when the general meeting decides to approve the business combination at the EGM, after which the board of EFIC1 will decide on the date of the EGM to repurchase these ordinary shares, assuming that the shareholders exercising their repurchase right have validly transferred these shares to EFIC1 in accordance with the transfer instructions given by EFIC1. For the avoidance of doubt, shareholders can ask EFIC1 to redeem their ordinary shares in accordance with these conditions, regardless of whether they vote at the EGM and how they vote.
Any EFIC1 shareholder wishing to redeem their ordinary shares as part of the share buyback should receive approximately € 9.95 per ordinary share bought back, ie the buyback price per ordinary share after deduction of the estimated negative interest. However, the final redemption price is subject to deduction of the actual negative interest paid.
Shareholders wishing to request EFIC1 to redeem their ordinary shares must instruct their financial intermediary to submit a redemption request electronically via the Euroclear Nederland system. These requests can be made from 9:00 a.m. CET on January 4, 2022 until 12:00 p.m. CET on January 27, 2022 (or any earlier deadline communicated by the financial intermediary).
HTP Capital Partners BV, which has held the equivalent of 40 million euros in ordinary shares of EFIC1 since the IPO of EFIC1, has undertaken not to exercise its option to repurchase these shares. Its shares currently represent 10.5% of the issued and outstanding common shares. Detailed information regarding this share repurchase agreement, including the transfer instructions and the relevant terms and conditions, is included in the circular to shareholders available on the EFIC1 website.
AGE REGISTRATION, VOTING, PROXY AND QUESTIONS
In accordance with Dutch law and the statutes of EFIC1, the persons who will have the right to attend the EGM and, where applicable, to give voting instructions or to grant a proxy for the EGM are the persons registered. as a shareholder of EFIC1 in the administrations held by their financial intermediaries or in the register of shareholders of EFIC1 on January 3, 2022 at 5.30 p.m. CET, after processing of all payments on that date.
Shareholders who wish to exercise their voting rights at the EGM and / or attend the EGM are required to register during the registration period. The registration period begins on January 4, 2022 at 9:00 a.m. CET and ends on January 24, 2022 at 5:30 p.m. CET. Registrations can be made via ABN AMRO (www.abnamro.com/evoting), via the shareholder, by sending an email to [email protected] for this purpose, or for holders of shares registered at register of EFIC1 shareholders (except for ordinary shares held through Euroclear Nederland), as communicated to them by EFIC1.
It will not be possible to vote during the EGM. Voting rights can be exercised electronically by giving a proxy with voting instructions via www.abnamro.com/evoting to the notary (notary) Jan Bouwen de Snaijer of Hogan Lovells International LLP and any potential notary acting under his supervision (the “Notary”) before January 24, 2022, 5.30pm CET. This shareholder can also give proxy with voting instructions to the notary by using a written proxy form including voting instructions, and by sending this form to the notary, by email to [email protected], no later than 24 January 2022 at 5.30 pm. afternoon CET. Such a proxy form is available at www.efic1.com. This proxy form can also be used if a shareholder is unable to give voting instructions via www.abnamro.com/evoting.
Shareholders who have registered for the EGM are invited to submit their questions relating to the agenda items before the EGM by sending an email to [email protected] Questions can be submitted until January 28, 2022 at 10:00 a.m. CET. EFIC1 aims to answer these questions during the EGM.
Shareholders who have submitted questions prior to the EGM in accordance with the procedure described above, also have the option of asking follow-up questions in writing via the webcast during the EGM. However, the president of the EGM can limit the number of questions and combine the questions (thematically or not).
Further information on EGM registration and participation, voting, granting a proxy and asking questions is available in the circular to shareholders on the EFIC1 website.
There will be a live webcast of the EGM for registered shareholders to attend. Shareholders who have registered to attend the EGM will receive a confirmation email containing further instructions for attending the EGM via the webcast.
PRESS AND INVESTOR INFORMATION EFIC1
Investor contacts: [email protected] or +31 (20) 240 4240.
Further information on EFIC1 can be found in EFIC1’s IPO prospectus dated March 22, 2021 which has been approved by the Dutch Securities and Markets Authority in the Netherlands and is available at www.efic1.com.
This press release is for informational purposes only. The information in this press release does not claim to be complete or complete and, in particular, does not contain all of the information that should be considered regarding the proposed business combination between European FinTech IPO Company 1 BV (“EFIC1”) and Azerion Holding BV (“Azerion”) under a business combination agreement between EFIC1, Azerion and its shareholders (the “Business Combination”) and is not intended to form the basis for a decision investment or any other decision regarding the Business Combination. No confidence can be placed by anyone for any purpose whatsoever in the information contained in this press release or its accuracy, fairness or completeness. EFIC1 will not be held responsible for any loss or damage of any kind resulting from the use, reliance or action on the information provided. This press release does not constitute, and should not be construed as, an offer to sell or a solicitation of an offer to purchase common shares and / or warrants of EFIC1 and does not constitute a recommendation. to engage in investment activities.
Before making any voting or investment decision, EFIC1 shareholders and other interested parties are advised to read the shareholders’ circular, all relevant EGM documentation (including the proposed articles of association for the business combination) and the EFIC1 IPO prospectus dated March 22, 2021, which are made available by EFIC1, as these documents will contain important information about EFIC1, Azerion and the business combination.
This press release may include certain forward-looking statements, which are based on EFIC1’s current expectations and projections regarding future events and speak only as of the date hereof (“forward-looking statements”). By their very nature, forward-looking statements are subject to risks, uncertainties, assumptions and other known and unknown factors, as they relate to events and depend on circumstances that will occur in the future, whether or not they are independent of the will of EFIC1. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Therefore, no undue reliance should be placed on forward-looking statements.