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UPDATED: Modern Media (MMDM) Releases Shareholder Vote Info

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UPDATED: Modern Media (MMDM) Releases Shareholder Vote Info

Aug 28, 2019 INTEL by Kristi Marvin

Modern Media Acquisition Corp. (MMDM), which had their shareholder vote today to approve their combination with Akazoo Ltd., released their vote results and there were, surprisingly, few redemptions.  Only 48,719 shares redeemed at an estimated $10.35 per share, removing approximately $504,241.  This leaves approximately $14.0 million in the trust account and 1,357,608 shares issued and outstanding.

However, keep in mind that MMDM has 2.07 million rights shares that will be delivered to rights holders accounts at closing, so the total float will be 3,427,608, post delivery.

Update: The correct PIPE investor cost basis is $6.45

If you read the filed F-4, it states that: “The terms of the PIPE Financing are being negotiated on an arms’ length basis with accredited investors and qualified institutional buyers and consequently the exact terms or conditions applicable to each investor may vary. As such, the final terms of the PIPE Financing, including how many PubCo Ordinary Shares are sold and how many will be offered as an incentive to certain investors, are yet to be determined. Generally, however, the parties anticipate that for each PubCo Ordinary Share subscribed for in the PIPE Financing, the subscriber will receive an incentive of 0.24 PubCo Ordinary Shares.

So while we did not know the final terms of the PIPE heading into the vote, the bankers at Macquarie, who are advising on this transaction, just confirmed that the anticipated incentive of 0.24 Ordinary Shares was indeed the final amount received by PIPE investors. As a result while the 2.35 million founders shares were cancelled, only 1,422,247 Shares were issued as an incentive to PIPE investors. (5,926,029 shares issued in the PIPE x 0.24 = 1,422,247).

Most importantly, what that means is, the cost basis for PIPE investors is actually $6.45, not $5.73

Nonetheless, MMDM also agreed to forfeit and cancel 2.35 million founders shares and issue an equal amount to PIPE investors.  This was based on a schedule that provided for a sliding scale of founders shares to be cancelled depending on how much cash is available post-closing.  However, since we know that the PIPE was anticipated to raise $47.4 million and since MMDM has $14.0 million left in trust post-vote, that means there should be $61.4 million cash available.  As such, according to the schedule only 2.35 million founders shares will be cancelled and issued to PIPE investors.  That also means PIPE investors that purchased 5,926,029 shares at $8.00, effectively received those shares at a cost basis of $5.73.  Correspondingly, we saw MMDM’s share price trade down today to the low to mid $6.00 range.

A closing date was not provided (or new symbols), but hopefully a press release will be issued tomorrow or Friday with that information. In the meantime, once those 2.07 million rights shares are delivered, there should be some additional selling pressure, but the price is already pretty close to $5.73 (after hours it was trading at $6.28), so it “shouldn’t” go lower too drastically.

You can review the results of the vote HERE, but a summary has also been provided below.


Proposal to Approve the Business Combination: