World Media and Entertainment Universal to Go Public Through Business Combination With Black Spade Acquisition II Co
- World Media and Entertainment Universal Inc. (“WME”) is a global media and entertainment company covering high fashion, arts, lifestyle, cultural, entertainment and luxury hospitality.
- WME’s diverse portfolio includes L’Officiel, one of the oldest and iconic fashion magazines in the world, The Art Newspaper, one of the top publications of the art industry internationally and a leading source of information in the art world, and a global portfolio of premium hotels properties.
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Black Spade Acquisition II Co (“BSII”) and WME are combining at a transaction equity value of approximately
US .$488 million - Existing shareholders of WME, including AMTD Digital Inc. and AMTD IDEA Group, are expected to retain their interests in WME, and AMTD Digital Inc., AMTD IDEA Group and AMTD Group Inc. have committed to a 3-year lock-up of their interests without disposal, underlining their continued confidence in WME’s strategy and outlook.
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Non-redeeming public shareholders of BSII will be eligible to receive
US per share from the combined company in a post-transaction payment.$1.25
The business combination values WME at an equity value of approximately
The transaction is expected to close in mid-2025, subject to regulatory and shareholder approvals, and other customary closing conditions. After the transaction, assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted, existing shareholders of WME will hold over
Dr. Feridun Hamdullahpur, Chairman of the Board, World Media and Entertainment Universal Inc., said: “WME is excited to enter into a long-term strategic partnership with Black Spade. As a dynamic, forward-thinking, innovative global media and entertainment company, we seek global partners who share our values, vision, and integrity to reach new heights. Black Spade distinguishes itself as one such partner. On behalf of the entire WME family and our board of directors, I am looking forward to the growth steps we will take together. WME listing, subject to customary closing conditions, will become AMTD Group’s third listed company to be, after AMTD IDEA Group and AMTD Digital Inc.”
Mr. Dennis Tam, Executive Chairman of the Board and Co-CEO, Black Spade Acquisition II Co, said: “Following on the success of our first business combination with VinFast Auto in 2023, we are excited to announce that WME, known for its iconic L’Officiel magazine and The Art Newspaper, will go public through a De-SPAC transaction with BSII. With a growing hospitality and culturtainment portfolio, WME is well-positioned for meaningful growth and global expansion. Luxury and entertainment are core to Black Spade’s business, and this transaction will unlock value for shareholders while allowing WME to expand its global footprint to leverage upon Black Spade’s network of resources and connectivity.”
Additional information about the proposed transaction, including a copy of the business combination agreement, is available in BSII’s Current Report on Form 8-K, filed on January 27, 2025 with the Securities and Exchange Commission (“SEC”) at www.sec.gov.
More information about the proposed transaction will also be described in WME’s registration statement that includes BSAQ II’s proxy statement and WME’s prospectus in relation to the business combination, which will be filed with the SEC.
About World Media and Entertainment Universal Inc.
World Media and Entertainment Universal Inc., jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD), is headquartered in
About Black Spade Acquisition II Co
Black Spade Acquisition II Co (“BSII”) is a blank check company incorporated for the purpose of effecting a business combination (Special Purpose Acquisition Company or SPAC). Listed on the Nasdaq, BSII was founded by Black Spade Capital, which runs a global portfolio consisting of a wide spectrum of cross-border investments, and consistently seeks to add new investment projects and opportunities to its portfolio. BSII is Black Spade Capital’s second SPAC. Black Spade Capital’s first SPAC completed its business combination with VinFast Auto Ltd., a Vietnamese electric vehicle company, in August 2023. At the time, it was the third largest ever de-SPAC by deal value (based on Dealogic data available through April 2024).
Advisors
Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, are serving as joint financial advisors and joint lead capital markets advisors to BSII. Latham & Watkins LLP is serving as
Forward-Looking Statements Legend
This document contains certain forward-looking statements within the meaning of
Additional Information and Where to Find It
This document relates to a proposed transaction between the Company and BSII. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Company intends to file a registration statement on Form F-4 that will include a proxy statement of BSII and a prospectus of the Company with the SEC. After the registration statement is declared effective, the definitive proxy statement/prospectus will be sent to all BSII shareholders as of a record date to be established for voting on the proposed transaction. BSII also will file other documents regarding the proposed transaction with the SEC. This document does not contain all the information that should be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any other decision in respect of the transactions. Before making any voting or investment decision, investors and shareholders of BSII are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by BSII through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by BSII may be obtained by written request to BSII at Black Spade Acquisition II Co, Suite 2902, 29/F, The Centrium, 60 Wyndham Street,
Participants in Solicitation
BSII and the Company and their respective directors and officers may be deemed to be participants in the solicitation of proxies from BSII’s shareholders in connection with the proposed transaction. Information about BSII’s directors and executive officers and their ownership of BSII’s securities is set forth in Black Spade’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.
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IR@blackspadeacquisitionii.com
Source: Black Spade Acquisition II Co