TNL Mediagene, an Asian digital-media company, and Blue Ocean Acquisition today announced a definitive merger agreement at a pre-money enterprise value of approximately $275 million.
Blue Ocean’s sponsor has agreed to a 36-month lockup of shares it is due to receive if the deal is approved.
The deal announcement comes just hours ahead of Blue Ocena’s shareholder meeting this afternoon, mainly to consider a deadline extension.
Facing a termination date tomorrow, the SPAC wants to put anotherr 12 months on the clock by setting a new deadline of June 2024.
Blue Ocean in an amended proxy filing last week disclosed that 15.8 million of its shares were redeemed (roughly 83%) ahead of the upcoming deadline extension vote, leaving about 3.2 million shares outstanding.
If shareholders grant the extension, Blue Ocean’s sponsor will deposit the lesser of $60,000 or 3.5 cents a share into trust for each monthly extension period.
A separate proposal on the ballot would allow the holders of founder shares to convert their stock into Class A shares on a one-for-one basis at any time until a merger is completed.
Blue Ocean raised $165 million in December 2021
If the merger is ultimately approved, the combined company intends to build TNL Mediagene’s presence in Japan, Taiwan and Southeast Asia, delivering politically neutral content on news, business, technology, science, sports, food and lifestyles. It will expand its brand portfolio of millennial- and Gen Z-targeted Chinese, Japanese and English digital products and widen the reach of its AI-driven analytics, advertising and marketing technology products.
Sidley Austin and Lee and Li are serving as legal advisor and Needham & Company is financial and capital markets advisor to Blue Ocean. Morrison & Foerster is legal advisor to TNL Mediagene. Read more.
