EFIC1 and Azerion Today Proceed With the Completion of the Business Combination
01 Février 2022 - 08:05AM
GlobeNewswire Inc.
EFIC1 and Azerion Today Proceed With the Completion of the Business
Combination
Reference is made to the joint press release issued by European
FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition
company (SPAC) listed on Euronext Amsterdam (symbol: EFIC1 and
EFICW), and Azerion Holding B.V. (“Azerion”), a high-growth, EBITDA
profitable, digital entertainment and media company, on
13 December 2021 announcing that they have reached a
definitive agreement to create a business combination
(the “Business Combination”) pursuant to which EFIC1 will
acquire 100% of the issued and outstanding share capital of Azerion
(the “Business Combination Agreement”).
In connection with the Business Combination,
EFIC1 and Azerion also entered into subscription agreements with
certain investors (including certain sponsors of EFIC1 or certain
affiliates of EFIC1’s sponsors), pursuant to which such investors
agreed to purchase and subscribe for ordinary shares in EFIC1 for
an aggregate amount of EUR 23.15 million
(the “Subscription Agreements”).
The Business Combination Agreement as well as
the Subscription Agreements contain certain (waivable) customary
completion conditions.
EFIC1, Azerion and Azerion’s shareholders have
now determined that all conditions under each of the Subscription
Agreements and the Business Combination Agreement have either been
fulfilled or waived and will proceed with the completion of the
sponsors and co-investors placement and the Business
Combination.
The Business Combination is expected to be
completed later today, 1 February 2022, with the
remaining structuring steps as approved by EFIC1’s shareholders at
the extraordinary meeting of shareholders held on
31 January 2022 (such as the conversion of the legal form
of EFIC1 into a limited company (naamloze vennootschap)) taking
place during the morning of 2 February 2022. The combined
entity will furthermore be renamed “Azerion Group N.V.” and its
ordinary shares and warrants are expected to commence trading on
Euronext Amsterdam on 2 February 2022 under the ticker
symbols “AZRN” and “AZRNW”, respectively.
PRESS AND INVESTOR INFORMATION
EFIC1
Press contacts: Marion Banide
(banide@hague.company; +31 (0) 62 144 1396) and Matthias
Goldbeck(matthias.goldbeck@ccounselors.com; +49 (0) 172 842
7007).Investor contacts: ir@efic1.com or +31 (20) 240 4240.
DISCLAIMER
This press release is for information purposes
only. The information contained in this press release does not
purport to be full or complete and, in particular, does not contain
all the information that should be considered concerning the
proposed business combination between European FinTech IPO
Company 1 B.V. (“EFIC1”) and Azerion Holding B.V. (“Azerion”)
pursuant to a business combination agreement between EFIC1, Azerion
and Azerion’s shareholders (the “Business Combination”) and is not
intended to form the basis of any investment decision or any other
decision in respect of the Business Combination. No reliance may be
placed by any person for any purpose on the information contained
in this press release or its accuracy, fairness or
completeness.
No reliance may be placed by any person for any
purpose on the information contained in this press release or its
accuracy, fairness or completeness. EFIC1 will not be held liable
for any loss or damages of any nature ensuing from using, trusting
or acting on information provided. This press release does not
constitute, and should not be construed as, an offer to sell or a
solicitation of any offer to purchase the ordinary shares and/or
warrants of EFIC1 and is not a recommendation to engage in any
investment activities.
This press release may include certain
forward-looking statements, which are based on current expectations
and projections with respect to future events and speak only as of
the date hereof (“Forward-looking Statements”). By their nature,
Forward-looking Statements are subject to known and unknown risks,
uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future
whether or not outside the control of EFIC1. Such factors may cause
actual results, performance or developments to differ materially
from those expressed or implied by such Forward-looking Statements.
No assurances can be given that the Forward-looking Statements will
be realised. No representation or warranty is made that any of
these Forward-looking Statements will come to pass or that any
estimated result will be achieved. Accordingly, no undue reliance
should be placed on any Forward-looking Statements.
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