Shopping Cart

Magnum Opus Acquisition Limited *

Magnum Opus Acquisition Limited *

Mar 1, 2021 by Matt Cianci

The below-announced combination was terminated on 1/22/24.  It will remain on the page for reference purposes only.

PROPOSED BUSINESS COMBINATION: Asia Innovations Group Limited

ENTERPRISE VALUE: $2.33 billion
ANTICIPATED SYMBOL: ASIG

Magnum Opus Acquisition Limited proposes to combine with Asia Innovations Group Limited.

They are the developer of mobile entertainment applications. The company develops many different applications including UPlive, L’amour, Suprefans, and Pengpeng, targeting various young netizens’ communities in gaming, dating, social media, and pop culture. Their aim is to bring Asia’s mobile social products to the world.

LIQUIDATION – 1/22/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be January 25, 2024.
    • The per-share redemption price will be approximately $10.81.

EXTENSION – 7/26/23 – LINK

  • The SPAC approved the extension from July 25, 2023 to January 25, 2024.
    • 504,890 shares were redeemed for $10.48 per share.
    • $300K for the first two months will be deposited into the trust account; $150K per month (x4) thereafter.

EXTENSION – 3/21/23 – LINK

  • The SPAC approved the extension from March 25, 2023 to July 25, 2023.
    • 13,404,883 shares were redeemed.
    • $150K per month will be deposited into the trust account.

TRANSACTION

  • ASIG operates an integrated platform of products designed for mobile devices across social, mobile gaming, e-commerce, and payments.
  • As of December 31, 2021, ASIG had more than 400 million registered users located in 150 countries and regions across the Asia Pacific, South Asia, the Middle East, North Africa, and North and South America.
  • ASIG’s products include Uplive, one of the largest global live video platforms, leading live social dating apps Lamour and CuteU, and fast-growing eCommerce platform, Hekka.
  • ASIG is headquartered in Singapore and has 18 offices worldwide, with more than 1000 employees from 23 countries across five continents.
  • Revenue growth reached 100%+ year-on-year in FY2021, which makes ASIG the fastest growing consumer internet company by revenue and at scale to announce a SPAC merger in 2022.
  • Mobile and social market penetration remain low in many emerging markets, which, combined with continued high GDP growth, presents extraordinarily positive macroeconomic tailwinds for ASIG.
  • Estimated gross transaction proceeds are expected to total $200 million in cash from OPA’s IPO proceeds held in trust (assuming no redemptions), plus up to $150 million from a contemplated post-announcement capital raise.
  • These proceeds, after deducting transaction-related costs, are expected to be used to fuel ASIG’s continued growth by expanding the reach of its products across its active 150 countries and regions, further growing its user base, and pursuing accretive acquisition opportunities.
  • On a pro forma basis post-closing, existing ASIG shareholders, all of whom are expected to roll 100% of their equity into the combined company, will own approximately 84% of the resulting equity interest in the combined company, assuming no redemptions by shareholders of OPA.
  • The transaction is expected to close in the first quarter of 2023, subject to satisfaction of customary closing conditions and approvals, and was approved unanimously by the board of directors of each of ASIG and OPA.
  • Upon completion of the proposed Business Combination, the combined company will be named “Asia Innovations Group Limited.”  ASIG’s ordinary shares are expected to be listed under the proposed new ticker symbol “ASIG” following the consummation of the proposed Business Combination.

Magnum Opus Transaction Overview2

SUBSCRIPTION AGREEMENTS

  • The SPAC and ASIG shall use reasonable best efforts to enter into subscription agreements with certain investors, pursuant to which the Transaction Financing Investors commit to purchase Equity Securities of ASIG, with the form of such Equity Securities of ASIG to be agreed by the SPAC and ASIG in the aggregate amount of $150,000,000.
    • The Transaction Financing shall be consummated within ninety (90) days after the date of the Business Combination Agreement.

EARNOUT

  • If the available cash post-closing is less than $150M, 25% of the Founders shares will be subject to an earnout at $12.50/share for 5 years

LOCK-UP

  • SPAC and Company
    • 50% six months from the Closing Date
    • Remaining 50% one year from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • ASIG’s obligation to consummate the Merger is also subject to the amount of available cash of the SPAC from a combination of the SPAC’s trust account and Transaction Financing being no less than $150,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • Upon any permanent injunction or other governmental order preventing the consummation of the transactions which shall have become final and non-appealable
  • A covenant by the SPAC that in the event that the Merger is not consummated by February 1, 2023 and it is reasonably determined by ASIG and the SPAC that is reasonably likely that the Merger will not be consummated by March 25, 2023, the SPAC shall use reasonable best efforts to file a proxy statement and to amend the organization documents of the SPAC in order to extend the date by which the SPAC must consummate the Merger in accordance with its organization documents.

ADVISORS

  • Kirkland & Ellis is acting as legal advisor to ASIG.
  • Evercore Incentrum Group is acting as financial advisor to ASIG.
  • Incentrum Group is also acting as financial advisor to ASIG. 
  • XCap Partners Limited is acting as corporate financial advisor to ASIG.
  • The Jones Group is also acting as corporate financial advisor to ASIG. 
  • White & Case is acting as legal advisor to OPA.
  • Maples and Calder (Hong Kong) LLP is acting as Cayman Islands legal advisor to ASIG and OPA.

The below-announced combination was terminated on 5/31/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Forbes Global Media Holdings Inc. [TERMINATED LINK]

ENTERPRISE VALUE: $630 million
ANTICIPATED SYMBOL: FRBS

Magnum Opus Acquisition Limited proposes to combine with Forbes Global Media Holdings Inc., the iconic business information brand that convenes and curates the most influential leaders driving change.

The Forbes brand today reaches more than 150 million people worldwide through its trusted journalism, signature LIVE events, custom marketing programs and 45 licensed local editions covering 76 countries. Forbes’ brand extensions include real estate, education and financial services license agreements. Through its digital platforms, Forbes is among the top 50 most visited websites on the internet. Among its competitive set, Forbes consistently ranks as the most consumed business information brand across highly desired audience segments and age demographics, according to data from Comscore. For 104 years, Forbes’ editorial mission has been consistent: to give people the knowledge, resources, inspiration and connections they need to achieve success. This mission has created a powerful hub for entrepreneurs and business communities around the world and has played an important role in connecting people with trusted information and insight amidst a rapidly evolving market.

SUBSEQUENT EVENT – 2/10/2022

New PIPE Investor

  • Binance’s strategic investment will be through Binance’s assumption of subscription agreements representing $200 million of commitments in the $400 million private investment in public equity (“PIPE”) that was previously announced along with Forbes’ intention to go public via a business combination with Magnum Opus. ($10/Share)
  • With Binance assuming existing PIPE commitments, the overall size of the PIPE will remain at $400 million, and Binance’s investment will be according to the same terms as the existing PIPE investors.
    • Binance will be subject to a 12-month lock-up period
  • Both parties, by mutual consent, agreed to extend the termination date under the BCA to March 31, 2022.

TRANSACTION

  • The transaction values the combined company at an implied pro forma enterprise value of $630 million, net of tax benefits.
  • The transaction is expected to close in late fourth quarter 2021 or early first quarter 2022, subject to the satisfaction of customary closing conditions, including the approval of Magnum Opus’ shareholders.
  • The transaction is expected to raise approximately $600 million of gross proceeds consisting of the contribution of approximately $200 million of cash held in Magnum Opus’ trust account, assuming no redemptions by the public shareholders of Magnum Opus, and $400 million of additional capital through a private placement of ordinary shares of the combined company (“PIPE”) priced at $10.00 per share from funds and accounts managed by top-tier institutional investors.

forbes trans overview

PIPE

  • $400 million of additional capital through a private placement of ordinary shares of the combined company (“PIPE”) priced at $10.00 per share from funds and accounts managed by top-tier institutional investors.

New PIPE Investor

  • Binance’s strategic investment will be through Binance’s assumption of subscription agreements representing $200 million of commitments in the $400 million private investment in public equity that was previously announced along with Forbes’ intention to go public via a business combination with Magnum Opus. ($10/Share)
  • With Binance assuming existing PIPE commitments, the overall size of the PIPE will remain at $400 million, and Binance’s investment will be according to the same terms as the existing PIPE investors.
    • Binance will be subject to a 12-month lock-up period

LOCK-UP

  • The period commencing on the Closing Date and ending on the date falling twelve (12) months following the Closing Date

SUPPORT AGREEMENT

  • Concurrently with the execution of the Business Combination Agreement, the Company, Magnum Opus Holdings LLC, a Cayman Islands limited liability company (“Sponsor”), certain directors and officers of the Company listed thereto (together with Sponsor, each a “Company Shareholders”) and the Shareholders’ Representative entered into a support agreement (the “Support Agreement”), pursuant to which each Company Shareholder has agreed to, among other things, vote to adopt and approve Business Combination Agreement and the other documents contemplated thereby and the transactions contemplated thereby, not transfer any share of the Company until termination of the Support Agreement, waive or not otherwise perfect any anti-dilution or similar protection with respect to any founder shares of the Company and not elect to have any share of the Company redeemed in connection with the transactions.

NOTABLE CONDITIONS TO CLOSING

  • The Sellers’ obligation to consummate the Business Combination is also subject to the amount of available cash of the Company from a combination of the Company’s trust account and PIPE investments being equal to or greater than $400,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • If the Business Combination has not been consummated by February 26, 2022 and such failure in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate.
  • Both parties, by mutual consent, agreed to extend the termination date under the BCA to March 31, 2022. – LINK
  • Both parties, by mutual consent, agreed to extend the termination date under the BCA to May 31, 2022 – LINK

ADVISORS

  • Kirkland & Ellis is acting as legal advisor and Credit Suisse is acting as capital markets advisor to Magnum Opus.
  • Cadwalader, Wickersham & Taft LLP is acting as legal advisor to Forbes.
  • JonesTrading Institutional Services is acting as placement agent on the PIPE and King & Spalding LLP is acting as legal advisor to JonesTrading.

MANAGEMENT & BOARD

Executive Officers

Jonathan Lin, 36
Chairman of the Board, Director and Chief Executive Officer

Mr. Lin is Co-Founder, Partner and Chief Investment Officer at L2 Capital. Mr. Lin has over a decade of investment experience across multiple geographies overseeing strategies from public to private investments. Prior to co-founding L2 Capital in 2020, Mr. Lin served as a Portfolio Manager and a Managing Director at Point72, a US$15 billion alternative investment firm, where he managed an equities portfolio and led a team of analysts and traders from 2016 to 2020. Prior to joining Point72, Mr. Lin worked at Och-Ziff Capital Management, a US$36 billion multi-strategy investment firm, from 2011 to 2016, where he focused on merger arbitrage, event-driven, private equity and served as a non-executive director on multiple Och-Ziff portfolio companies. Prior to joining Och-Ziff Capital Management, Mr. Lin was with Madison Dearborn Partners, a US$26 billion private equity firm, from 2008 to 2010, where he focused on TMT investments. From 2006 to 2008, Mr. Lin was in investment banking, mergers and acquisitions group, at Citigroup in New York. Mr. Lin holds a Bachelor of Commerce with Honors from the University of British Columbia and is a Leslie Wong Fellow.

Frank Han, 37
President 

Mr. Han is a Co-Founder and Partner at L2 Capital. Mr. Han has over a decade of experience in private equity. From 2012 to 2019, he was based in Hong Kong and Shanghai as a Senior Principal at the Blackstone Group, the largest alternate asset manager in the world with over US$619 billion in assets under management as of 2020, leading the sourcing and execution of private equity investments in Greater China for Blackstone Capital Partners, the flagship private equity fund, from 2012 to 2019. At Blackstone, Mr. Han deployed US$2 billion in enterprise value and served on board of multiple portfolio companies. Prior to joining Blackstone, Mr. Han worked at the buyout group of The Carlyle Group in both China and Washington D.C. He also worked at Goldman Sachs’ Asian Special Situations Group in Hong Kong and McKinsey & Co. in New York. Mr. Han holds a Bachelor of Science, Magna Cum Laude, from the New York University and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Kevin Lee, 35
Director and Chief Financial Officer

Mr. Lee is a Co-Founder and Partner at L2 Capital. Mr. Lee has over 10 years of experience as a capital markets advisor, venture investor and operator. From 2015 to 2020, Mr. Lee served as an Investment Director in the venture capital arm of Gallant Investment Partners, a Hong Kong based family-office investment firm, where he focused on early-stage media and technology investments in the FinTech, SaaS and data services space. While at Gallant Investment Partners, Mr. Lee also led one of its portfolio companies, Genesis Games, as the Chief Executive Officer and Director, where he transformed the organization from an independent games studio to a global enterprise software company, with offices across the globe. As the Chief Executive Officer, Mr. Lee expanded the company’s product offerings, grew Asia into Genesis Games’ largest business segment, incubated the artificial intelligence division to become the company’s core competency, and successfully led the sale of Genesis Games to a European strategic conglomerate in 2020. Prior to his role at Gallant Investment Partners and Genesis Games, Mr. Lee worked at Standard Chartered Bank in Hong Kong, covering financial sponsors in the Asia-Pacific region, with a focus on take-private and growth capital transactions in Greater China. Previously, he was in the Leveraged Finance and Mergers & Acquisitions groups at Citigroup and BMO Capital Markets, respectively. Mr. Lee holds a Bachelor of Commerce with Honors from the University of British Columbia and a Masters of Finance with High Distinction from the University of Toronto. He also holds a Chartered Financial Analyst (CFA) designation and a Chartered Professional Accountant (CPA) designation from British Columbia, Canada.

Board of Directors

Sammy Hsieh, 48
Independent Director

Mr. Hsieh has served as the Chairman of the Board for iClick Interactive Limited (NASDAQ: ICLK) since he founded it in 2009. iClick Interactive Limited is a leading independent online marketing and enterprise data solutions provider in China, with strong integration on WeChat, a widely used social platform that is owned and operated by Tencent Holdings Limited. For the past 20 years, Mr. Hsieh has held senior positions in a number of prominent technology companies. Prior to founding iClick Interactive Limited, from 2008 to 2009, he served as the General Manager of the Asia Pacific region for Efficient Frontier, a firm which was acquired by Adobe Systems in 2011. From 2000 to 2008, he was a Director of Search Marketing for Yahoo Hong Kong, where he led and managed the company’s business operations including sales, marketing, business development and product management. He also worked in a variety of sales and marketing positions at LVMH Group and British American Tobacco prior to joining Yahoo Hong Kong. Mr. Hsieh holds a Bachelor’s degree in Economics from the University of California, Los Angeles.

Alexandre Casin, 47
Independent Director

Mr. Casin is the Founder of Nendo Labs Limited, an investment firm focused on growth equity with a sustainable vision founded in 2020 and is also a Founding Partner of You&MrJones LLC, a leading BrandTech company founded in 2015 and last valued at over $1.3 billion. Mr. Casin has 20 years of experience in investment banking. He worked as a Managing Director at Bank of America Merrill Lynch from 2011 to 2017, based in London, where he worked closely with sovereign wealth funds, alternative investment groups and family offices across a variety of financing and investment solutions. He also worked at UBS AG in its investment banking team from 2000 to 2011. In 2017, he founded Poincaré Capital Management in Hong Kong, a joint venture with Natixis Group, and served as its Chief Executive Officer from 2017 to 2020. Mr. Casin graduated with a Bachelors’ Degree in Economics and Finance from the European Business School, and holds a Master in Business Law and Finance from the University of Caen. Mr. Casin completed the first year PhD program in Operations Research at Sorbonne University.

Dickson Cheng, 51
Independent Director

Mr. Cheng is currently a Managing Director and Head of Investment Banking at Shanggu Securities Limited, a firm which he co-founded in 2017. Mr. Cheng has over 20 years of experience in investment banking and capital markets. He has served as an independent Non-Executive Director of China Lesso Group (2128.HK) since 2018. Prior to both of these roles, from 2016 to 2017, he was a Consultant at GLM Company Limited, where he helped expand the company and bring in leading Hong Kong family offices. From 1994 to 2016 , Mr. Cheng also previously worked at Mizuho Mitsubishi UF, Mizuho Securities Asia Limited, ICEA Capital Limited, BOCI Asia Limited, the Bank of New York and JP Morgan. Mr. Cheng has significant experience partnering with a wide range of enterprises, including Chinese state-owned enterprises, private companies and listed companies. Mr. Cheng holds a Bachelor’s degree in Economics from the University of Toronto and a Masters of Applied Finance from the Macquarie University in Sydney.

Johnny Liu, 43
Independent Director

Mr. Liu has over 10 years of experience in investment banking, corporate finance and high net worth asset management. Mr. Liu has served as a Managing Director at Nomura International (Hong Kong) Limited, a Japanese global financial services company since 2020, where he advises and works with ultra-high-net-worth individuals including entrepreneurs and family office clients. Prior to this role, from 2018 to 2019, he was a Managing Director and Head of Ultra-High-Net-Worth Solutions, Greater China for UBS AG. Prior to joining UBS AG, Mr. Liu served as a Managing Director and Head of the Global Solutions Group of HSBC in Asia from 2016 to 2018. Between 2004 and 2016, Mr. Liu worked at Credit Suisse in both the Investment Banking and Private Banking Division. Mr. Liu holds a Bachelor’s Degree in Economics from the University College of London.

ByMatt Cianci