Court of Chancery of the State of Delaware Held Hearing on United Atlantic Ventures v. Trump Media, Clears Way to Hold Merger Vote
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Insights
The merger between Digital World Acquisition Corp. and Trump Media & Technology Group Corp. (TMTG) represents a significant event that could impact shareholder value and market perceptions. The legal dispute with United Atlantic Ventures, LLC (UAV) introduces a layer of complexity to the transaction. It's important to understand that such legal challenges can delay or even derail mergers, affecting investor confidence and potentially the stock price of the involved entities.
The court's decision to allow the stockholder vote to proceed while placing any additional shares in escrow is a middle-ground approach that balances the interests of both parties. This escrow arrangement serves as a safeguard, ensuring that any potential changes in stock ownership resulting from the court's final decision are accounted for without disrupting the overall merger process.
Investors should closely monitor the resolution of this dispute, as the outcome could influence the final terms of the merger and the strategic direction of the combined entity. The legal proceedings may also set precedents for similar cases in the future, which is crucial for stakeholders to consider in their long-term strategic planning.
From a financial perspective, the ongoing legal proceedings between TMTG and UAV are critical as they may have implications for the valuation of the merger deal. The stipulation to place additional shares in escrow until a resolution is reached helps mitigate immediate financial risks. However, this could lead to potential dilution of existing shareholders' equity if the court rules in favor of UAV, which is a factor that must be accounted for in any financial analysis of the merger's impact.
The timing of the merger's completion, contingent on the resolution of the legal dispute, could affect the financial projections and synergy realization. Investors typically look for clarity and certainty in mergers and any delays or complications can be viewed unfavorably. The stock market often reacts to such uncertainties with increased volatility in the stock price of the companies involved.
It's also worth noting that the outcome of the legal proceedings could impact future mergers and acquisitions within the sector, as it may influence how companies approach the authorization, issuance and ownership of stock in complex deals.
The merger between Digital World Acquisition Corp. and TMTG has broader market implications, as it involves a high-profile company and has garnered significant media attention. The market's reaction to the merger and the associated legal dispute will likely reflect the perceived risk and the potential for disruption in the media and technology sectors.
Market sentiment can be swayed by both the legal outcome and the strategic implications of the merger. If the combined entity is poised to capture a significant market share or introduce competitive services, this could reshape market dynamics. Conversely, a negative outcome for TMTG in the legal dispute could dampen enthusiasm and affect the stock's performance post-merger.
Investors and competitors alike will be watching the developments closely, as they may signal trends in corporate governance, regulatory scrutiny and the approach to resolving stock issuance disputes in future mergers and acquisitions.
MIAMI, FL / ACCESSWIRE / March 11, 2024 / Digital World Acquisition Corp., a Delaware corporation ("Digital World" or the "Company")(NASDAQ:DWAC), a direct and wholly owned subsidiary of Digital World ("Merger Sub"), and Trump Media & Technology Group Corp., a Delaware corporation ("TMTG"), entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, and as it may be further amended or supplemented from time to time, the "Merger Agreement"), pursuant to which, among other transactions, Merger Sub will merge with and into TMTG (the "Business Combination") with TMTG surviving as a wholly owned subsidiary of Digital World. Upon the consummation of the Business Combination, Digital World will change its name to "Trump Media & Technology Group Corp."
As previously disclosed, on February 28, 2024, United Atlantic Ventures, LLC ("UAV") filed a verified complaint against TMTG in the Court of Chancery of the State of Delaware (the "Court") seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of stock in TMTG, which was amended on March 4, 2024 to add TMTG's directors as defendants. In addition to its complaint filed on February 28, 2024, UAV also filed a motion to expedite proceedings with the Court. On March 6, 2024, TMTG filed an opposition to UAV's motion to expedite, and UAV filed its response on March 8, 2024.
On March 9, 2024, the Court held a hearing to decide UAV's motion to expedite proceedings. During the oral argument by the parties, TMTG advised the Court that it would agree that any additional shares of TMTG issued by TMTG prior to or upon the consummation of the Business Combination (other than any shares issued to satisfy obligations pursuant to TMTG convertible notes) would be placed in escrow pending a resolution of the dispute between the parties. Vice Chancellor Sam Glasscock acknowledged that if any claims remained after the stockholder vote scheduled to take place on March 22, 2024, on the proposed Business Combination (the "Stockholder Vote"), the Court would address those issues expeditiously. However, the Court advised that it would not be blocking the Stockholder Vote, which will proceed as currently scheduled. The Court further noted that the parties would contact the Court following the Stockholder Vote.
Vice Chancellor Glasscock directed TMTG and UAV to submit a proposed stipulated escrow order by close of business on Wednesday, March 13, 2024. Digital World will continue to update its disclosures regarding this matter as circumstances warrant.
About Digital World Acquisition Corp.
Digital World Acquisition Corp. (Nasdaq: DWAC) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. To learn more, visit www.dwacspac.com.
About TMTG
The mission of TMTG is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.
Additional Information and Where to Find It
Digital World has filed with the SEC a registration statement on Form S-4 (as may be amended from time to time, the "Registration Statement"), which has been declared effective as of February 14, 2024 and the Proxy Statement in connection with the Business Combination pursuant to the Merger Agreement, by and between the Company, Merger Sub, and TMTG. The Proxy Statement will be mailed to stockholders of Digital World as of the record date for voting on the Business Combination. Securityholders of Digital World and other interested persons are advised to read the Registration Statement, the Proxy Statement in connection with Digital World's solicitation of proxies for the special meeting to be held to approve the Business Combination, and any related supplements because these documents contain important information about Digital World, TMTG and the Business Combination. Digital World's securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the Proxy Statement and any related supplements, without charge, on the SEC's website at www.sec.gov or by directing a request to: Digital World Acquisition Corp., 3109 Grand Ave, #450, Miami, FL 33133.
Participants in Solicitation
Digital World and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of Digital World in favor of the Business Combination. Securityholders of Digital World and other interested persons may obtain more information regarding the names and interests of Digital World's directors and officers in the Business Combination in Digital World's filings with the SEC, including in the Proxy Statement and any related supplements, and the names and interests of TMTG's directors and officers in the proposed Business Combination in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation do not have any interests in Digital World other than with respect to their interests in the Business Combination.
Forward-Looking Statements
This 8-K may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between the Company and TMTG. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this 8-K, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner, by Digital World's Business Combination deadline or at all, which may adversely affect the price of Digital World's securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders of Digital World, (iii) the risk that certain ongoing or new disputes and disagreements with the sponsor or related to certain TMTG stockholders may be not resolved and delay or ultimately prevent the consummation of the Business Combination, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by Digital World stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market's initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the Business Combination on TMTG's business relationships, operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of Digital World, (x) the outcome of any legal proceedings that may be instituted against TMTG or against Digital World related to the Merger Agreement or the Business Combination, (xi) the risk of any investigations by the SEC or other regulatory authority relating to any future financing, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions, (xii) Truth Social, TMTG's initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute its growth strategies, (xv) risks related to the future pandemics and response and geopolitical developments, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xviii) Digital World's ability to timely comply with Nasdaq's rules and complete the Business Combination, (xix) risks that Digital World or TMTG may elect not to proceed with the Business Combination, and (xx) those factors discussed in Digital World's filings with the SEC, including in the Registration Statement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the "Risk Factors" section of the Registration Statement, the Proxy Statement and any related supplements, and in Digital World's Annual Report on Form 10-K, as amended, for the year ended December 31, 2022, as filed with the SEC on October 30, 2023 and January 9, 2024 (the "2022 Annual Report") and in other reports Digital World files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Digital World (or to third parties making the forward-looking statements). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Digital World and TMTG may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither Digital World nor TMTG gives any assurance that Digital World, TMTG, or the combined company, will achieve its expectations.
Contact Information
Investor Relations:
Name: Alex Cano
Email: investorrelations@dwacspac.com
SOURCE: Digital World Acquisition Corp.
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FAQ
What is the recent agreement between Digital World Acquisition Corp. (DWAC) and Trump Media & Technology Group Corp. (TMTG)?
What legal action has been taken against TMTG by United Atlantic Ventures, LLC?
When is the Stockholder Vote on the Business Combination scheduled to take place?
What did Vice Chancellor Glasscock direct TMTG and UAV to submit by March 13, 2024?
What will happen to any additional shares of TMTG issued prior to or upon the consummation of the Business Combination?
Will the Stockholder Vote be blocked by the ongoing legal proceedings?
What updates can be expected from Digital World regarding the legal matter?
