Modern Media Acquisition Corp. (NASDAQ:MMDM) (“MMDM” or the
“Company”), today announced that it intends to convene and then
adjourn, without conducting any business, the special meeting of
its stockholders to consider the extension of the date by which the
Company must consummate a business combination (the “Extension
Special Meeting”). The Extension Special Meeting is scheduled to be
held at 11:00 a.m., local time, on June 12, 2019 and, after the
planned adjournment, will reconvene at 11:00 a.m., local time, on
June 14, 2019, to vote on the proposals described in the proxy
statement filed by the Company with the Securities and Exchange
Commission ("SEC") on May 20, 2019 (the “Proxy Statement”). The
Extension Special Meeting, and the planned reconvening of the
meeting following its adjournment, will be held at the Company’s
offices, located at 3414 Peachtree Road, Suite 480, Atlanta,
Georgia 30326.
In connection with the adjournment of the Extension Special
Meeting, the Company is extending the deadline for holders of the
Company's common stock to exercise their right to redeem their
shares for their pro rata portion of the funds available in the
Company's trust account that is available in connection with the
Extension Special Meeting, or to withdraw any previously delivered
demand for redemption, to the 5:00 p.m., Eastern Time, on June 12,
2019 (two business days before the Extension Special Meeting).
Also in connection with the adjournment of the Extension Special
Meeting, the Company is amending certain dates relating to the
proposals that stockholders of the Company are being asked to
consider and vote upon in the Proxy Statement:
- The date by which the Company must
consummate a business combination (the “Extension”) is amended to
extend the date from June 17, 2019 to September 17, 2019 (the
“Extended Date”) rather than August 17, 2019 as previously
announced.
- The date by which Continental Stock
Transfer & Trust Company must liquidate the trust account
established in connection with the Company’s initial public
offering if the Company has not completed a business combination is
amended to extend the date from June 17, 2019 to the Extended Date
rather than August 17, 2019 as previously announced.
The business combination with Akazoo Limited (“Akazoo”) is
expected to close in the third quarter of 2019.
The record date established for the Extension Special Meeting,
May 13, 2019, will not change. If you have not submitted a proxy
for use at the Extension Special Meeting, you are urged to do so
promptly. No action is required by any stockholder who has
previously delivered a proxy and who does not wish to revoke or
change that proxy.
About MMDM
MMDM is a Delaware corporation formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, recapitalization or other similar
business combination with one or more businesses. MMDM raised $210
million on its initial public offering and began trading on NASDAQ
in May 2017. Its common stock, rights and warrants trade under the
ticker symbols MMDM, MMDMR and MMDMW, respectively. Its units trade
under the ticker symbol MMDMU.
Additional Information and Where to Find It
In connection with the proposed business combination (the
“Business Combination”), the Company has filed the Extension
Special Meeting Proxy Statement relating to the Extension Special
Meeting to approve the Extension. In connection with the proposed
Business Combination, Modern Media Acquisition Corp., S.A. a
Luxembourg public limited company (société anonyme) (“PubCo”) has
filed a Registration Statement on Form F-4 (No. 333-229613) that
includes a preliminary proxy statement/prospectus that is both the
proxy statement to be distributed to the Company’s stockholders in
connection with the solicitation by the Company of proxies for the
vote by the stockholders on the Business Combination as well as the
prospectus covering the registration of the ordinary shares,
nominal value of €0.01 per share, and warrants, of PubCo, to be
issued in connection with the Business Combination. When finalized,
the Company will mail the proxy statement/prospectus to its
stockholders. The Company’s stockholders are urged to read the
Extension Special Meeting Proxy Statement regarding the Extension
Special Meeting and the definitive proxy statement/prospectus
regarding the Business Combination, when it becomes available, as
they will contain important information regarding the Extension,
the Company, Akazoo, PubCo, the Business Combination, the
agreements relating thereto and related matters. The Extension
Special Meeting Proxy Statement regarding the Extension Special
Meeting was mailed to Company stockholders as of May 13, 2019,
which is the record date established for voting at that special
meeting. The definitive proxy statement/prospectus regarding the
Business Combination will be mailed to Company stockholders as of a
record date to be established for voting at that special meeting.
When available, you will be able to obtain copies of all documents
regarding the Business Combination and other documents filed by the
Company or PubCo with the SEC, free of charge, at the SEC’s website
(www.sec.gov) or by contacting the Company at 3414
Peachtree Road, Suite 480, Atlanta, Georgia 30326, Attention:
Corporate Secretary.
Participants in the Solicitation
The Company, Akazoo, PubCo and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in
connection with the Extension or the Business Combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of the Company’s
stockholders in connection with the Extension Special Meeting is
set forth in the Extension Special Meeting Proxy Statement.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of the Company’s
stockholders in connection with the Business Combination will be
set forth in the joint proxy statement/prospectus included in the
Business Combination Registration Statement when it is filed with
the SEC.
You can find more information about the Company’s directors and
executive officers in the Company’s Annual Report on Form 10-K for
the year ended March 31, 2018, filed with the SEC on June 29, 2018.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the Company’s definitive proxy
statement/prospectus when it becomes available, which can be
obtained free of charge from the sources indicated above, when
available.
Forward Looking Statements
This release contains certain forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, as amended, based on the
current expectations, estimates and projections of MMDM or Akazoo
Limited (the “Company”) about the Company’s operations, industry,
financial condition, performance, results of operations, and
liquidity. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts.
Statements containing words such as “may,” “could,” “believe,”
“anticipate,” “expect,” “intend,” “plan,” “project,” “projections,”
“business outlook,” “estimate,” or similar expressions constitute
forward-looking statements. Forward-looking statements represent
management’s current expectations or predictions of future
conditions, events or results. These forward-looking statements
include, but are not limited to, statements about, or are based
upon assumptions regarding the Company’s strategies and future
financial performance; expectations or estimates about future
business plans or objectives, prospective performance and
opportunities and competitors, including revenues; customer
acquisition and retention; operating expenses; market trends,
including those in the markets in which the Company competes;
liquidity; cash flows and uses of cash; capital expenditures; the
Company’s ability to invest in growth initiatives and pursue
acquisition opportunities; the Company’s products and services;
pricing; marketing plans; the anticipated benefits of the proposed
business combination; the amount of any redemptions by existing
holders of MMDM shares; the sources and uses of cash; the
management and board composition of the combined company following
the proposed business combination; the anticipated capitalization
and enterprise value of the combined company; the continued listing
of the combined company’s securities on Nasdaq; whether MMDM is
able to successfully secure stockholder approval of the Extension;
and the structure, terms and timing of the proposed business
combination. You are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's good faith
beliefs, assumptions and expectations only as of the date hereof.
Any such forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that may
cause actual performance and results to differ materially from
those predicted, many of which are beyond the Company’s control.
Reported results should not be considered an indication of future
performance. Except as required by law, we undertake no obligation
to publicly release the results of any revision or update to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
No Offer or Solicitation
This announcement is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190607005297/en/
Media InquiriesModern Media Acquisition Corp.Lewis W.
Dickey, Jr.President and Chief Executive
Officerldickey@modernmediaco.com
Modern Media Acquisition (NASDAQ:MMDM)
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