Pursuant to the agreement, either party had the right to terminate the deal if the closing had not occurred by the outside date, which was just six months following the announcement of the SPA.
As a result, Risee Entertainment and Reliance Studios terminated the agreement with immediate effect, and there will be no liability to any of the parties involved.
International Media initially brought an estimated $21.9 million into the deal from its trust and did not supplement this with a PIPE. Notably, the SPAC had planned on taking an unconventional approach to execute its combination in four separate tranches.
It anticipated on acquiring 39.2% of Risee and Reliance’s equity for $40 million. Within 90 days of completing this first purchase, International Media was to acquire 1,570 more shares for $16 million and a $4 million investment as either equity or debt to the combined company.
Further tranches were expected to occur within 12 and 18 months of the first closing, with the third providing $20 million in cash and $20 million in debt or equity and the fourth and final tranche providing $26 million in cash and a $14 million investment.
The $38 million in investments were to be used to repay existing inter-company loans, and each was only to be repaid once the SPAC had provided all payments agreed to in the transaction.
Although the agreement is now nixed, International Media did not disclose that it plans to liquidate. Its current completion deadline is days away on November 2, but has the ability to extend up to August 2024, giving it nine months to find an alternative target if it chooses to do so. After seeing redemptions rise to 91.70% from previous meetings, it currently has $20.8 million left in its trust.
International Media agreed to the stock purchase agreement by which it intended to acquire Risee Entertainment and Reliance Studios in October 2022. Mumbai-based Reliance Studios produces films, shows and games primarily for the Indian market.