Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a
special purpose acquisition company, and MNG Havayollari ve
Tasimacilik A.S. (“MNG Airlines,” “MNGA” or “the Company”), a
global logistics provider and e-commerce enabler today announced
the submission of a confidential draft Registration Statement on
Form F-4 to the U.S. Securities and Exchange Commission (the “SEC”)
on February 14, 2023 with respect to their previously announced
proposed business combination.
The proposed business combination, which has been approved by
the boards of directors of Golden Falcon and MNG Airlines, is
expected to be completed in the first half of 2023, subject to,
among other things, approval by Golden Falcon’s stockholders,
satisfaction of the conditions stated in the previously filed
definitive business combination agreement and other customary
closing conditions, including a registration statement on Form F-4
being declared effective by the SEC and approval by the relevant
exchange to list the securities of the combined entity.
Upon the closing of the proposed business combination between
Golden Falcon and MNG Airlines, MNG Airlines expects to be listed
under the ticker symbol “MNGA.”
About Golden Falcon Acquisition Corp.
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 41
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 Information About the Proposed Transaction and
Where to Find It
In connection with the proposed transaction between Golden
Falcon and MNGA, MNGA intends to publicly file a registration
statement on Form F-4 (the “Form F-4”) with the SEC, which will
include 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 will be able to 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 Golden Falcon and MNGA through the website maintained by the
SEC at www.sec.gov.
The documents filed by 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
COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication 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 communication,
including statements regarding the expected completion date of the
proposed business combination 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 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; Golden Falcon’s potential failure to
obtain an extension of the deadline for the proposed transaction;
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 extend the business combination deadline and 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
neighboring 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 31,
2022 (the “2021 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 communication 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 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
2021 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 when it
becomes available. 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 Current Report on Form 8-K 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/20230223005681/en/
Ipek Akyildiz, Corporate Communications Manager,
ipek.akyildiz@mngairlines.com Michael Bowen, Managing Director, ICR
Inc, MNGAirlines@icrinc.com
Golden Falcon Acquisition (NYSE:GFX)
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Golden Falcon Acquisition (NYSE:GFX)
過去 株価チャート
から 1 2024 まで 1 2025
