MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or
the “Company”), a global logistics provider and e-commerce enabler;
and Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX),
a publicly traded special purpose acquisition company, announced
the filing of a registration statement on Form F-4 (the
“Registration Statement”) by MNG Airlines, which contains a
preliminary proxy statement/prospectus, with the U.S. Securities
and Exchange Commission (“SEC”) in connection with their recently
proposed business combination. While the Registration Statement,
which can be found here, has not yet become effective, and the
information contained therein is subject to change, it provides
important information about MNG Airlines’ business and operations,
the proposed business combination with Golden Falcon and the
proposals to be considered by Golden Falcon’s stockholders.
Completion of the proposed business combination is subject to
the Registration Statement being declared effective by the SEC,
approval by Golden Falcon’s stockholders, and other customary
closing conditions. Upon completion of the transaction, the Company
is expected to become a public company listed on the NYSE under the
ticker symbol “MNGA”.
The business combination assumes a combined company proforma
enterprise value of $676 million, assuming minimum gross
transaction proceeds of $30 million.
Advisors
UBS Investment Bank and EarlyBirdCapital, Inc. are acting as
capital markets advisors to Golden Falcon. Moelis & Company is
acting as financial advisor to Golden Falcon. Greenberg Traurig,
LLP and Herdem are acting as legal advisors to Golden Falcon.
Appolonia Advisors is acting as financial advisor to MNG Airlines
shareholders. White & Case LLP and G�ksu Safi Işık (GSI) are
acting as legal advisors to MNG Airlines. Paul Hastings LLP is
serving as legal counsel to UBS Investment Bank and Moelis &
Company.
About Golden Falcon Acquisition Corp.
Golden Falcon is a New York Stock Exchange-listed special
purpose acquisition company.
Golden Falcon management’s combined experience includes over 100
years of investment banking, private equity and executive
management experience and over 230 transactions with an aggregate
value of over $450 billion globally. Golden Falcon brings a
transatlantic network of relationships with entrepreneurs,
family-owned businesses, large corporations, sovereign wealth
funds, private equity, venture capital and asset management firms
to help finance, support and grow its business combination
partner.
In addition, Golden Falcon’s board members and strategic
advisory group bring extensive expertise in operating, financing,
and investing in leading companies. They have held leadership
positions with multinational corporations, where they established a
proven track record of creating shareholder value, organically as
well as through strategic transactions.
About MNG Airlines
MNG Airlines is a global logistics provider. The Company started
operations in 1996, having conducted its first transatlantic flight
in 1998, and now services over 15,000 corporate customers across 42
countries through over 3,500 flights per year. MNG Airlines offers
charter services with customized plane and capacity options in
addition to scheduled flights and aircraft, maintenance, crew and
insurance (ACMI) services. MNG Airlines also has a fully equipped
and EU standards-compliant warehouse since 2000.
Important Additional About the Proposed Transaction and Where
to Find It
This press release relates to a proposed transaction between
MNGA and Golden Falcon pursuant to a business combination
agreement, dated as of December 6, 2022, as amended on February 14,
2023, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a
Delaware limited liability company and a direct, wholly-owned
subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a
Delaware limited liability company and a direct, wholly-owned
subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a
Delaware limited liability company and a direct, wholly-owned
subsidiary of HoldCo and Merlin Merger Sub, Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of IntermediateCo
(the “proposed transaction”). In connection with the proposed
transaction, MNGA has filed a Registration Statement on Form F-4
with the SEC, which includes a proxy statement/prospectus and
certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of Golden Falcon’s
common stock in connection with Golden Falcon’s solicitation of
proxies for the vote by its stockholders with respect to the
proposed transaction and other matters as may be described in the
definitive proxy statement, as well as a prospectus relating to the
offer and sale of the securities of MNGA to be issued in the
proposed transaction. The definitive proxy statement/prospectus
will be sent to all Golden Falcon stockholders as of a record date
to be established for voting on the transaction. Golden Falcon also
will file other documents regarding the proposed transaction with
the SEC.
Before making any voting decision, investors and security
holders of Golden Falcon are urged to read the Registration
Statement, the proxy statement/prospectus, and amendments thereto,
and the definitive proxy statement/prospectus in connection with
Golden Falcon’s solicitation of proxies for its stockholders’
meeting to be held to approve the transaction, and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about Golden
Falcon, MNGA and the proposed transaction.
Investors and securityholders can obtain free copies of the
Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by MNGA and Golden Falcon through the website maintained by the SEC
at www.sec.gov. The documents filed by MNGA and Golden Falcon with
the SEC also may be obtained free of charge at Golden Falcon’s
website at www. goldenfalconcorp.com or upon written request to:
Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204,
Newark, DE 19711.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this press release,
including statements regarding the proposed transaction, including
the proforma enterprise value and anticipated listing of MNGA on
the NYSE, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words, including “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by Golden Falcon and its management, and MNGA
and its management, as the case may be, are inherently uncertain
and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to:
the inability of the parties to raise capital or retain in trust at
least $30 million in connection with the proposed transaction; the
risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect the price of Golden
Falcon’s securities; the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the business combination agreement by the stockholders of Golden
Falcon; failure to satisfy the minimum cash amount following
redemptions by Golden Falcon’s public stockholders in connection
with the stockholder vote to approve the business combination
agreement and the transactions contemplated thereby; failure to
receive certain governmental and regulatory approvals; the lack of
a third party valuation in determining whether or not to pursue the
proposed transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement; costs related to the proposed
transaction; actual or potential conflicts of interest of Golden
Falcon’s management with its public stockholders; the effect of the
announcement or pendency of the proposed transaction on MNGA’s
business relationships, performance, and business generally; risks
that the proposed transaction disrupts current plans of MNGA and
potential difficulties in MNGA’s employee retention as a result of
the proposed transaction; the outcome of any legal proceedings that
may be instituted against MNGA or against Golden Falcon related to
the business combination agreement or the proposed transaction;
failure to realize the anticipated benefits of the proposed
transaction; the inability to meet and maintain the listing of
Golden Falcon’s securities (or the securities of MNGA) on the NYSE;
the risk that the price of Golden Falcon’s or MNGA’s securities may
be volatile due to a variety of factors, including macro-economic
and social environments affecting MNGA’s business and changes in
the combined capital structure; the inability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities; the risk that MNGA will need to raise additional
capital to execute its business plan, which may not be available on
acceptable terms or at all; the risk that the post-combination
company experiences difficulties in managing its growth and
expanding operations; negative economic conditions that could
impact MNGA and the air cargo business in general; factors that
affect air cargo companies generally; changes in, and MNGA’s
ability to comply with, laws and government regulations,
particularly, the civil aviation regulatory framework; competition
in the air cargo industry; reduction in demand for MNGA’s cargo or
charter operations, including as a result of reductions in global
trade growth or e-commerce activity, government reduction or
limitation of operating capacity; risks associated with MNGA doing
business in emerging markets; conflict and uncertainty in
neighbouring countries; and other risks and uncertainties set forth
in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in Golden Falcon’s Annual
Report on Form 10-K which was filed by Golden Falcon on March 27,
2023 (the “2022 Form 10-K”) and subsequently filed Quarterly
Reports on Form 10-Q, as such factors may be updated from time to
time in Golden Falcon’s filings with the SEC, the Form F-4 and the
proxy statement/prospectus contained therein. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Golden Falcon
and MNGA caution that the foregoing list of factors is not
exclusive.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Golden
Falcon nor MNGA gives any assurance that either Golden Falcon or
MNGA or the combined company will achieve its expected results.
Neither Golden Falcon nor MNGA undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
MNGA and Golden Falcon and their respective directors and
officers and other members of management may, under SEC rules, be
deemed to be participants in the solicitation of proxies from
Golden Falcon’s stockholders with the proposed transaction and the
other matters set forth in the proxy statement/prospectus.
Information about Golden Falcon’s directors and executive officers
is set forth in Golden Falcon’s filings with the SEC, including the
2022 Form 10-K. Additional information regarding the direct and
indirect interests, by security holdings or otherwise, of those
persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. You may
obtain free copies of these documents as described above under
“Important Information About the Proposed Transaction and Where to
Find It.”
No Offer or Solicitation
This press release is for information purposes only and shall
not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction and is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
buy, sell or solicit any securities or any proxy, vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230413005514/en/
For Golden Falcon Media Inquiries Salamander Davoudi,
Tancredi Intelligent Communication,
fullcirclecapital@tancredigroup.com For MNGA Media Inquiries
Gamze Ete Kuran, Head of Compliance and ESG,
Gamze.Kuran@mngairlines.com Managing Director, ICR Inc,
MNGAirlines@icrinc.com
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