- World Media and Entertainment Universal Inc. (“WME”) is a
global media and entertainment company covering high fashion, arts,
lifestyle, cultural, entertainment and luxury hospitality.
- WME’s diverse portfolio includes L’Officiel, one of the
oldest and iconic fashion magazines in the world, The Art
Newspaper, one of the top publications of the art industry
internationally and a leading source of information in the art
world, and a global portfolio of premium hotels properties.
- Black Spade Acquisition II Co (“BSII”) and WME are combining at
a transaction equity value of approximately US$488 million.
- Existing shareholders of WME, including AMTD Digital Inc. and
AMTD IDEA Group, are expected to retain their interests in WME, and
AMTD Digital Inc., AMTD IDEA Group and AMTD Group Inc. have
committed to a 3-year lock-up of their interests without disposal,
underlining their continued confidence in WME’s strategy and
outlook.
- Non-redeeming public shareholders of BSII will be eligible to
receive US$1.25 per share from the combined company in a
post-transaction payment.
World Media and Entertainment Universal Inc. (“WME” or the
“Company”), a global media and entertainment company, and Black
Spade Acquisition II Co (Nasdaq: BSII, “BSII”) announced today that
they have entered into a business combination agreement. Upon the
completion of the transactions contemplated by the business
combination agreement, the combined company will retain its name
“World Media and Entertainment Universal Inc.” and its headquarters
in Paris, and its ordinary shares will be listed on a U.S. stock
exchange.
The business combination values WME at an equity value of
approximately US$488 million, not including cash from BSII’s
approximately US$153 million of cash in trust (assuming no BSII
shareholders elect to have their BSII shares redeemed for cash as
permitted).
The transaction is expected to close in mid-2025, subject to
regulatory and shareholder approvals, and other customary closing
conditions. After the transaction, assuming no BSII shareholders
elect to have their BSII shares redeemed for cash as permitted,
existing shareholders of WME will hold over 70% of the combined
company.
Dr. Feridun Hamdullahpur, Chairman of the Board, World Media
and Entertainment Universal Inc., said: “WME is excited to
enter into a long-term strategic partnership with Black Spade. As a
dynamic, forward-thinking, innovative global media and
entertainment company, we seek global partners who share our
values, vision, and integrity to reach new heights. Black Spade
distinguishes itself as one such partner. On behalf of the entire
WME family and our board of directors, I am looking forward to the
growth steps we will take together. WME listing, subject to
customary closing conditions, will become AMTD Group’s third listed
company to be, after AMTD IDEA Group and AMTD Digital Inc.”
Mr. Dennis Tam, Executive Chairman of the Board and Co-CEO,
Black Spade Acquisition II Co, said: “Following on the success
of our first business combination with VinFast Auto in 2023, we are
excited to announce that WME, known for its iconic
L’Officiel magazine and The Art Newspaper, will go
public through a De-SPAC transaction with BSII. With a growing
hospitality and culturtainment portfolio, WME is well-positioned
for meaningful growth and global expansion. Luxury and
entertainment are core to Black Spade’s business, and this
transaction will unlock value for shareholders while allowing WME
to expand its global footprint to leverage upon Black Spade’s
network of resources and connectivity.”
Additional information about the proposed transaction, including
a copy of the business combination agreement, is available in
BSII’s Current Report on Form 8-K, filed on January 27, 2025 with
the Securities and Exchange Commission (“SEC”) at www.sec.gov.
More information about the proposed transaction will also be
described in WME’s registration statement that includes BSAQ II’s
proxy statement and WME’s prospectus in relation to the business
combination, which will be filed with the SEC.
About World Media and Entertainment Universal Inc.
World Media and Entertainment Universal Inc., jointly
established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB)
and AMTD Digital Inc. (NYSE: HKD), is headquartered in France and
focuses on global strategies and developments in multi-media,
entertainment, and cultural affairs worldwide as well as
hospitality and VIP services. WME comprises L’Officiel, The Art
Newspaper, movie and entertainment projects, collectively a
diversified media and entertainment portfolio of businesses, and a
global portfolio of premium properties.
About Black Spade Acquisition II Co
Black Spade Acquisition II Co (“BSII”) is a blank check company
incorporated for the purpose of effecting a business combination
(Special Purpose Acquisition Company or SPAC). Listed on the
Nasdaq, BSII was founded by Black Spade Capital, which runs a
global portfolio consisting of a wide spectrum of cross-border
investments, and consistently seeks to add new investment projects
and opportunities to its portfolio. BSII is Black Spade Capital’s
second SPAC. Black Spade Capital’s first SPAC completed its
business combination with VinFast Auto Ltd., a Vietnamese electric
vehicle company, in August 2023. At the time, it was the third
largest ever de-SPAC by deal value (based on Dealogic data
available through April 2024).
Advisors
Clear Street LLC and Cohen & Company Capital Markets, a
division of J.V.B. Financial Group, LLC, are serving as joint
financial advisors and joint lead capital markets advisors to BSII.
Latham & Watkins LLP is serving as U.S. legal counsel to BSII.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to WME. Clifford Chance is serving as intellectual
property counsel to WME.
Forward-Looking Statements Legend
This document contains certain forward-looking statements within
the meaning of U.S. federal securities laws with respect to the
proposed transaction between WME and BSII, including statements
regarding the benefits of the transaction, the anticipated benefits
of the transaction, the Company or BSII’s expectations concerning
the outlook for the Company’s business, productivity, plans and
goals for product launches, deliveries and future operational
improvement and capital investments, operational performance,
future market conditions or economic performance and developments
in the capital and credit markets and expected future financial
performance, as well as any information concerning possible or
assumed future results of operations of the Company. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are their
managements’ current predictions, projections and other statements
about future events that are based on current expectations and
assumptions available to the Company and BSII, and, as a result,
are subject to risks and uncertainties. Any such expectations and
assumptions, whether or not identified in this document, should be
regarded as preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future
results. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document,
including but not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of definitive agreements with respect to the proposed
business combination; (2) the outcome of any legal proceedings that
may be instituted against BSII, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; (3) the amount of
redemption requests made by BSII public shareholders and the
inability to complete the business combination due to the failure
to obtain approval of the shareholders of BSII, to obtain financing
to complete the business combination or to satisfy other conditions
to closing and; (4) changes to the proposed structure of the
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the business combination; (6) the risk that the
business combination disrupts current plans and operations of the
Company as a result of the announcement and consummation of the
business combination; (7) the ability to recognize the anticipated
benefits of the business combination; (8) costs related to the
business combination; (9) risks associated with changes in laws or
regulations applicable to the Company’s diverse business lines and
the Company’s international operations; (10) the possibility that
the Company or the combined company may be adversely affected by
other economic, geopolitical, business, and/or competitive factors;
(11) the Company’s ability to anticipate trends and respond to
changing customer preferences for fashion, arts and entertainment
content and for lodging; and (12) negative perceptions or publicity
of the brands of the Company. The foregoing list of factors is not
exhaustive. Forward-looking statements are not guarantees of future
performance. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of the Company’s registration statement on Form
F-4 to be filed by the Company with the U.S. Securities and
Exchange Commission (the “SEC”), and other documents filed by the
Company and/or BSII from time to time with the SEC. 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. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and all forward-looking statements in this document are qualified
by these cautionary statements. The Company and BSII assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except to the extent required by
applicable law. Neither the Company nor BSII gives any assurance
that either the Company or BSII will achieve its expectations. The
inclusion of any statement in this communication does not
constitute an admission by the Company or BSII or any other person
that the events or circumstances described in such statement are
material.
Additional Information and Where to Find It
This document relates to a proposed transaction between the
Company and BSII. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Company intends to
file a registration statement on Form F-4 that will include a proxy
statement of BSII and a prospectus of the Company with the SEC.
After the registration statement is declared effective, the
definitive proxy statement/prospectus will be sent to all BSII
shareholders as of a record date to be established for voting on
the proposed transaction. BSII also will file other documents
regarding the proposed transaction with the SEC. This document does
not contain all the information that should be considered
concerning the proposed transactions and is not intended to form
the basis of any investment decision or any other decision in
respect of the transactions. Before making any voting or investment
decision, investors and shareholders of BSII are urged to read the
registration statement, the proxy statement/prospectus 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 the
proposed transaction.
Investors and shareholders will be able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by BSII through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed by BSII may be obtained by written
request to BSII at Black Spade Acquisition II Co, Suite 2902, 29/F,
The Centrium, 60 Wyndham Street, Central Hong Kong.
Participants in Solicitation
BSII and the Company and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from BSII’s shareholders in connection with the proposed
transaction. Information about BSII’s directors and executive
officers and their ownership of BSII’s securities is set forth in
Black Spade’s filings with the SEC. Additional information
regarding the interests 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 when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents as described in the preceding
paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20250127233626/en/
IR@blackspadeacquisitionii.com
Black Spade Acquisition II (NASDAQ:BSII)
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から 2 2025 まで 3 2025
Black Spade Acquisition II (NASDAQ:BSII)
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から 3 2024 まで 3 2025
