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Vistas Media Acquisition Company Inc. *

Vistas Media Acquisition Company Inc. *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Anghami Inc.

ENTERPRISE VALUE: $225 million
ANTICIPATED SYMBOL: ANGH

Vistas Media Acquisition Company Inc. proposes to combine with Anghami Inc. (“Anghami” or the “Company”),the leading music streaming platform and service in the Middle East and North Africa.

The transaction implies a pro-forma enterprise value of $220 million. The combined company will operate under the Anghami name and will trade under the new symbol “ANGH.” The transaction is expected to close in Q2 of 2021.

Founded in 2012, by Eddy Maroun and Elie Habib, Anghami is the first music-streaming platform in the MENA region.  Anghami has built a market-leading platform, offering more than 57 million songs to more than 70 million registered users with around 1 billion streams per month. With an Arabic speaking population of over 450 million globally, a listing on NASDAQ allows Anghami to scale its user base and invest in technology to build on its data play.

Anghami’s AI and machine learning algorithms process over 56 million data points from its user base every day. Over nine years of user data enables the Company to predict user behavior and trends to focus its investments in areas delivering the highest return on investment – which helps improve monetization – and will continue to be a key driver of revenues going forward.

The Company has long standing partnerships with all major global labels including Universal Music Group, Sony Music and Warner Music Group. Anghami is a music app and platform that offers listeners in the MENA region unlimited Arabic and international music to stream and download.  Anghami has licensing agreements with thousands of independent labels and distributors to provide users with legal access to a vast catalog of music. Anghami has a physical presence in major countries in the MENA region to establish and maintain strong partnerships with labels, creators, brands and telecommunication companies. In addition, the Company has established direct partnerships with 36 telecommunication companies across the MENA region to boost free user acquisitions and facilitate subscriptions achieving the highest paying conversion rate in emerging markets.

The Company is headquartered in Abu Dhabi, at the Abu Dhabi Global Market (“ADGM”), and has offices in Beirut, Dubai, Cairo and Riyadh. It is supported by the Abu Dhabi Investment Office (“ADIO”), the Abu Dhabi government’s investment attraction and development hub, which partnered with Anghami as part of its Innovation Programme, to develop its global headquarters and a technology and R&D center in Abu Dhabi.

Anghami’s proven management team led by co-founder and CEO Eddy Maroun will continue to operate and manage Anghami following the transaction.  Co-founder and Chairman Elie Habib will continue as the CTO.  F. Jacob Cherian, CEO of Vistas Media Acquisition Company Inc. is expected to join the Company as Co-CEO for a period of one year.


TRANSACTION

  • SHUAA Capital psc. (DFM: SHUAA), and Singapore based Vistas Media Capital, have gathered commitments of a combined $40 million in a PIPE (SHUAA committed $30 million and Vistas committed $10 million). SHUAA is the UAE’s premier publicly listed asset management and investment banking firm listed on the Dubai Financial Market, with over $14 billion in assets under management.
  • The Company expects to have approximately $142 million of cash on its balance sheet at closing to be used primarily to fuel additional growth.
  • The transaction implies an initial pro-forma enterprise valuation of approximately $220 million, or 2.5x 2022 estimated revenues. This compares to Spotify’s current revenue multiple of 6.5x revenue.

anghami


PIPE

  • $40.56 million PIPE (SHUAA committed $30 million and Vistas committed $10 million) at $10.00 per share

LOCKUP

Company

  • Pubco will also enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain of Anghami’s shareholders, pursuant to which, among other things, such shareholders will agree to not transfer any shares of Anghami held by them prior to 6 months after the Closing

Sponsors

  • Spnsors agree to not transfer
    • (i) any of the Company’s shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), held by them for one year after the Closing, subject to certain permitted transfers and a potential early release of such restrictions as set forth therein, and
    • (ii) any private placement warrants or any shares of Class A common stock issued or issuable upon exercise thereof until 30 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • VMAC having at least $40 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company, after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Business Combination and the payment of Anghami’s and VMAC’s outstanding transaction expenses as contemplated by the Business Combination Agreement

NOTABLE CONDITIONS TO TERMINATION

  • By either VMAC or Anghami if the closing of the Business Combination has not occurred on or before December 31, 2021

ADVISORS

  • deNovo acted as financial advisor to VMAC and its parent company Vistas Media Capital.
  • Winston & Strawn LLP acted as legal advisor to VMAC and its parent company Vistas Media Capital.
  • SHUAA Capital acted as financial advisor and global underwriter to Anghami
  • Norton Rose Fulbright acted as legal advisor to Anghami
  • Baker Botts L.L.P. acted as US counsel to SHUAA Capital.

MANAGEMENT & BOARD


Executive Officers

F. Jacob Cherian, 55
Chief Executive Officer, Secretary & Director

Mr. Cherian co-founded and served as Chief Executive Officer and a director of I-AM Capital Acquisition Company Inc. (“I-AM”), a special purpose acquisition company, from April 2017 to December 2019. I-AM completed a $50 million initial public offering in August 2017 and completed a business combination in December 2018, listing the first e-sports company on Nasdaq (Simplicity Esports & Gaming). Mr. Cherian also served as Chairman, Chief Executive Officer and director of Millennium India Acquisition Company Inc., a special purpose acquisition company, from March 2006 to October 2013, completing a $58 million initial public offering in July 2006. Millennium India completed a business combination with SMC, an India-headquartered leading diversified financial services company with over 2,500 locations in over 500 cities serving approximately 1.7 million customers in India and the Middle East. Mr. Cherian’s prior work and experience with JP Morgan & Co., as a director at KPMG LLP and as Partner at Computer Sciences Corp., a Fortune 500 global information technology & services company spans 15 years and three continents of Europe, Middle East and South Asia. Mr. Cherian holds a B.A. in Accounting & Information Systems from Queens College of CUNY and an MBA in International Finance from St. John’s University. He has also served as Adjunct Professor of Finance at the Tobin College of Business at St. John’s University’s MBA Program for ten years. Mr. Cherian has served as a member of the board of directors on a number of public and private and not-for profit boards.


Nagarajan Venkatesan, 53
Chief Financial Officer

Mr. Venkatesan has 33 years of experience in corporate accounting, finance, taxation and auditing. For the last six years, he has maintained an independent practice, in his individual capacity, in internal/forensic audits. Prior to beginning his independent practice, Mr. Venkatesan served as a member of the board of directors of Getax International Pte. Ltd., a chemicals and fertilizer trading company from April 2009 to January 2014 and as the Chief Financial Officer of Getax Ocean Trades Pte. Ltd., a trading company from June 2008 to April 2009. He also held numerous audit, accounting and finance positions from 1990 to 2008, including finance manager of Rutledge Global E&P Pte. Ltd., an investment company, audit manager at MGI N Rajan Associates, an accounting firm, senior audit and tax associate at M/s B.P.Yap & Co, an accounting firm, and accountant at M/s Primefield Technologies Pvt. Ltd., a software company. Mr. Venkatesan received a Post Graduate in Commerce specialization in professional accounting from the University of Southern Queensland, Australia in 2005, a Bachelor degree in commerce from the University of Madras, India in 1987 and a Bachelor degree in general law from Annamalai University, India in 1991.


 

Board of Directors

Saurabh Gupta, 42
Director

Mr. Gupta is the founder and managing director of M! Capital Ventures Pte. Ltd., a Singapore-based speciality media investments firm and managing partner and director of The Asian Film Fund — Series 1, which is registered in Mauritius as a Global Business Category 1 licensed entity. Over the last five years, the Media Ventures have invested in over 12 films across productions and distributions, which have been successfully released worldwide including China theatrically and across several leading OTT/digital platforms globally. In his personal capacity, Mr. Gupta has co-produced several additional films in India and Hollywood, which are at different stages of production and due to release over the next 6-12 months. He is a highly experienced banking, asset management and media investments professional with over 20 years of work experience, the majority of which has been spent in leading senior functions within the banking industry, including executive director at Bank Julius Baer, senior director at ANZ Bank, vice president at ABN AMRO Bank and relationship manager at Citibank, and as a senior consultant at Arete Financial Partners, a management consultancy and investment advisory company. Mr. Gupta also serves as a director of CitiState Capital Pte. Ltd, which is the parent investment holding company for his Media Ventures, SHS Advisors Pte. Ltd. which is a business advisory and consulting firm based in Singapore, and WE Capital Partners Pte. Ltd. which is a wealth management and advisory firm. Mr. Gupta was an Adjunct Faculty at the Singapore Management University’s School of Business from July 2008 until January 2009, teaching Financial Services Marketing and Wealth Management. He is a qualified Chartered Alternative Investment Analyst (CAIA) from the CAIA Association, and holds an MBA in marketing from Narsee Monjee Institute of Management Studies and a B.A. in economics from the University of Delhi, India.


Abhayanand Singh, 39
Director

Mr. Singh is the co-founder and group chief executive officer of Vistas Media, a position he has held since April 2018. Previously, he served as the co-founder and chief executive officer of Indie Muviz Pte. Ltd (“Muviz”), a digital streaming and content production company. He also has experience in the banking, private equity and asset management industries, as a managing director of Pinnacle Fund Management Ltd, an investment management company, from 2010 to 2013, and as an assistant vice president at HSBC from 2005 to 2010. Over the last six years, Mr. Singh’s companies have invested in more than 15 films and series across productions and distributions, which have been released worldwide, including in China and across several leading OTT/Digital platforms globally. Mr. Singh also serves as a director of Sidus Consulting Pte Ltd, a management consulting company, and Muviz. Mr. Singh holds an MBA in marketing from Chetana’s Institute of Marketing & Research Mumbai and a bachelor’s degree in Business Administration from the University of Lucknow, India.


Marc Iyeki, 63
Director

Mr. Iyeki has been a Senior Consultant to Global Markets Advisory Group since July 2020 and an expert network consultant at Capvisions since June 2020. Mr. Iyeki was Senior Advisor — APAC, Global Listings, at the NYSE from February 2020 to May 2020, advising on matters including capital markets, exchange compliance, federal securities regulations, and marketing. Before that, Mr. Iyeki held various other senior roles including Chief Representative, NYSE Beijing Representative Office, from January 2019 to February 2020, Regional Head — Asia Pacific, from 2014 to January 2019, and Managing Director — Asia Pacific, from 2004 to 2014, during which time he developed and managed NYSE relationships with over 120 listed companies, including leading start-ups and Global 500 companies. Previously, from May 1987 to February 1999, Mr. Iyeki held attorney positions, including Trial Counsel, at the enforcement division of the NYSE, investigating and prosecuting alleged violations of NYSE and SEC rules and regulations. Before that, from January 1985 to May 1987, he was an Assistant Deputy Public Advocate at the New Jersey Department of the Public Advocate. Mr. Iyeki has been a speaker on capital markets matters at professional and academic forums in the US and throughout Asia. He also authored an NYSE blog: “Asia Pacific Markets,” sharing his insights and providing practical advice for professionals interested in the Asia Pacific issuer community. Mr. Iyeki attended Austin College and earned a B.A., cum laude, with honors in Economics, from Washington University in St. Louis, and a J.D. from the New York University School of Law (where he was on the editorial staff of the N.Y.U. Review of Law & Social Change). He also studied public policy in the master’s program for one year at the University of Pennsylvania, where he was a Samuel Fels Fellow.


Benjamin Waisbren, 63
Director

Mr. Waisbren has been the principal of Virtually There Holdings LLC d/b/a Ben Waisbren & Associates since April 2014. From April 2014 through December 2017, he was President of LSC Film Corporation as part of Virtually There’s management agreement with LSC, which co-financed production of 30 major motion pictures released by Sony Pictures. He was executive producer for over 40 motion pictures. From March 2019 to February 2020, Mr. Waisbren served as Chief Executive Officer and Chief Restructuring Officer of NanoMech Inc., a nanotechnology company that he led through a Chapter 11 case and its sale to a global company. Mr. Waisbren was an attorney, with a national bankruptcy practice, as a Partner at Lord Bissell & Brook LLP (now Locke Lord LLP) from May 1990 to May 1995, and later practiced law as a Partner at Winston & Strawn LLP from March 2013 to July 2017. Before and after his retirement from Winston & Strawn, he was engaged by the U.S. Department of Justice in the 1Malaysia Development Berhad (“1MDB”) money laundering matter as a film industry expert and financial advisor until September 2018. He was also on the Supervisory Board of Wild Bunch AG, a German-listed, Paris-based award-winning film co-production and distribution company, from May 2013 to February 2019. Mr. Waisbren was the founder and president of Continental Entertainment Capital LP in 2007 and was employed as a Managing Director at Salomon Brothers Inc. from May 1995 to June 1998 to lead its global restructuring advisory group in the M&A Department. Mr. Waisbren earned a B.A. in English from Boston University in 1979 and a J.D. from the University of Wisconsin in 1982.


Dr. Klaas Baks, Ph.D., 47
Director

Dr. Baks is the Co-Founder and Director of the Emory Center for Alternative Investments and has been a finance professor at Emory University’s Goizueta Business School since September 2002. He teaches courses in private equity, venture capital and distressed investing and has been recognized with nine awards, including Emory University’s highest award for teaching excellence, the Emory Williams Distinguished Teaching Award, the Marc F. Adler Prize for Teaching Excellence awarded by alumni and the Donald R. Keough Award for Excellence. Since October 2014, Dr. Baks has served as the Atlanta Chair for Tiger 21, a peer-to-peer learning network for high-net-worth investors whose members manage more than $50 billion and are entrepreneurs, inventors and top executives focused on improving investment acumen and exploring common issues of wealth preservation, estate planning and family dynamics. Dr. Baks is the Founder and Chief Executive Officer of KBDP Partners, an investment banking and private investment firm that leads merger, acquisition and divestiture transactions on behalf of middle market clients across a variety of industries. Dr. Baks also serves as a director or advisor for various companies and investment funds, including American Virtual Cloud Technologies (NASDAQ: AVCT) (since July 2017) – acquired through a SPAC business combination, Buckhead One Financial (since January 2018), JOYN (from May 2017 to March 2020), Peachtree Hotel Group (since August 2016), Backend Benchmarking (since April 2018) and TWO Capital Partners (since September 2009). Dr. Baks also has served on the Investment Committee of the Westminster Schools Board of Trustees since September 2017. Prior to joining Emory University, he held positions at Fuji Bank in Tokyo, Japan, Deutsche Bank in Hong Kong and the International Monetary Fund in Washington, D.C. Dr. Baks’ research and teaching focuses on issues in alternative investments, entrepreneurial finance and investment management, and he has published papers in numerous academic and business journals, including the Wall Street Journal. Dr. Baks studied at the Wharton School at the University of Pennsylvania, during which he spent two years at Harvard University as part of his doctoral research on the performance of actively managed mutual funds, and earned a Ph.D. in finance. He also earned a Master of Arts in economics from Brown University, a Master of Science in econometrics, cum laude from Groningen University and a diploma in Japanese language and business studies from Leiden University.


Abhinav Somani, 31
Director

Since July 2019, Mr. Somani has been the Managing Director of artificial intelligence software products at MRI Software, LLC, a global company that provides real estate and investment management software to real estate owners, investors, and operators. Mr. Somani was the Chief Executive Officer of Leverton Corporation, a global artificial intelligence SaaS company that was sold to MRI Software, LLC, from February 2017 to July 2019. From August 2014 to February 2017, he was the Senior Vice President of business development at smartShift Technologies, LLC, an enterprise software and services company specializing in upgrades to highperformance, nextgeneration computing environments, including moves from on-premise to cloud, relational data to big data and platform-to-platform. Prior to that, Mr. Somani was an associate at ICV Partners from August 2012 to July 2014 where he worked with portfolio companies to improve their sales, enhance marketing, turn around ailing business segments, and increase operational efficiencies. He was also an investment banking analyst at Rothschild & Co. from July 2009 to July 2012 where he worked in equity capital markets and mergers and acquisitions. Mr. Somani earned a B.S. in Finance, Management and International Business from New York University.