MNG Airlines, a Global Logistics Provider and e-Commerce Enabler, Signs Agreement to Go Public on the New York Stock Exchange Through a Business Combination with Golden Falcon Acquisition Corp.
MNG Airlines has announced a definitive agreement to become publicly traded through a business combination with Golden Falcon Acquisition Corp (GFX). The transaction, expected to close in the first half of 2023, values MNG Airlines at an estimated $676 million, based on a 5.8x multiple of its last twelve months (LTM) Adjusted EBITDA. The airline reported a 39% year-on-year revenue increase to $353 million for the LTM, with a net income of $61 million. MNG Airlines aims to use its new public status to unlock growth opportunities and enhance shareholder value.
- Transaction expected to provide MNG Airlines with increased financial flexibility.
- 39% year-on-year revenue growth to $353 million for the last twelve months.
- Estimated pro-forma enterprise value of $676 million implies a competitive 5.8x multiple on LTM Adjusted EBITDA.
- Potential for transformative commercial agreements and acquisitions post-IPO.
- Longstanding contracts and partnerships with major logistics providers enhance market position.
- None.
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MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 corporate customers across 41 countries through over 3,500 flights per year -
Recently announced financials for the third quarter ended
30 September 2022 reflected last twelve months (LTM) revenue grew by39% year over year to , net income of$353 million and Adjusted EBITDA1 of$61 million ($116 million 33% margin) -
The transaction is expected to have a pro-forma enterprise value of
, assuming minimum gross transaction proceeds of$676 million , implying a 5.8x multiple on LTM Adjusted EBITDA as of$30 million 30 September 2022
Management Comments
Investment Highlights
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A Global Logistics Provider and E-Commerce Enabler
- 25 years of operating experience with flights to 41 countries on 4 continents
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Sector Tailwinds Due to Increasing Demand Combined with Supply-Side Constraints
- E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity
- Global air freight has historically grown at more than 3x global GDP growth (1973-2019)2
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Express air cargo market is forecasted to grow at
5% per year, 1.8x the rate of general cargo (2019-2041)3
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Established
Track Record , with Close Partnerships and Longstanding Ongoing Contracts-
20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across
Europe , theU.S. andAsia
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20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across
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Strategically Based in One of the Largest and Fastest-Growing Air Cargo Markets Globally
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Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of
23% from 2009 to 2019 (vs.2% worldwide)4
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Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of
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Multiple Potential Growth Levers including E-Commerce Integration, Expanded Network and Increasing Penetration in Key Markets Through Vertical Integration
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MNGA e-Commerce revenue grew to
in the last twelve months ended$82 million 30 September 2022 , from zero in 2020 -
Ability to expand warehouse operations in key destinations such as the EU and the
U.S.
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MNGA e-Commerce revenue grew to
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Barriers to Entry Driven by Slots Guaranteed at Some of the Most Desirable Airports Globally
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Including in the
U.S. ,China ,Germany ,United Kingdom ,France ,the Netherlands ,Spain , andIsrael
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Including in the
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Operational Excellence Evidenced by Multiple Awards from Airbus and Governmental Agencies
- Consistent outperformance of global benchmarks for dispatch reliability every year over the past decade for both A300s and A330s
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Approved supplier to leading authorities such as the U.N.,
NATO , andU.S. military and non-military organizations, accredited byIATA (International Air Transport Association) and ISO (International Organization for Standards ), and multiple awards from Airbus over the past two decades -
Executive Team with 185+ Years’ Experience, Including 70+ Years with MNGA and 35+ Years with
MAPA Group , the Long-Term Single Shareholder
Financial Highlights
For the three months ended
The Company’s business model has four complementary segments: Scheduled &
Transaction Overview
The transaction is expected to have a pro-forma enterprise value of
All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Golden Falcon. The Company benefits from significant positive cash flow generation and a capex-light business model, being able to organically fund its growth plans. Its current business plan is fully funded regardless of transaction proceeds. Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.
The Golden Falcon management team screened over 500 potential targets since its IPO in
The proposed business combination, which has been unanimously approved by both the Board of Directors of Golden Falcon and the Board of Directors of MNGA, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.
Subject to agreement on terms that are satisfactory to the Company and Golden Falcon, in order to provide certain redemption alternatives in connection with Golden Falcon’s stockholder vote to approve the business combination, the Company and Golden Falcon intend to make available to Golden Falcon stockholders some or all of the following options: (i) continue to hold their shares of Golden Falcon Class A Common Stock (“Common Stock”), (ii) elect to redeem their shares of Common Stock in accordance with the Golden Falcon Certificate of Incorporation or (iii) convert their shares of Common Stock into a newly issued security to be comprised of a combination of shares of Common Stock and convertible notes. The Company and Golden Falcon intend for the newly issued security referred to in (iii) above to entitle such Golden Falcon stockholder to receive a portion of the value of its shares in the form of shares of Common Stock and a portion in the form of registered convertible notes, with both a cash coupon, a conversion premium, and other material terms that are expected to be mutually agreed by the Company and Golden Falcon.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Golden Falcon with the
Advisors
About
About
Golden Falcon management’s combined experience includes over 100 years of investment banking, private equity and executive management experience and over 230 transactions with an aggregate value of over
In addition, Golden Falcon’s board members and strategic advisory group bring extensive expertise in operating, financing, and investing in leading companies. They have held leadership positions with multinational corporations, where they established a proven track record of creating shareholder value, organically as well as through strategic transactions.
Important Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between MNGA and Golden Falcon pursuant to a business combination agreement, dated as of
Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the intention to offer redemption alternatives to Golden Falcon stockholders, the anticipated growth and expansion of MNGA's business, trends and developments in air cargo industry, MNGA’s addressable market, competitive position, potential market opportunities, expected synergies and anticipated future financial and operating performance and results and the expected management and governance of MNGA, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’s business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighbouring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Golden Falcon nor MNGA gives any assurance that either Golden Falcon or MNGA or the combined company will achieve its expected results. Neither Golden Falcon nor MNGA undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
MNGA and Golden Falcon and their respective directors and officers and other members of management may, under
No Offer or Solicitation
This press release is for information purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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1 Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures
2 According to IATA data
3 According to Airbus data
4 According to
5 Adjusted EBITDA is a non-IFRS measure. See the appendix at the end of the Investor Presentation for a reconciliation to the nearest IFRS measures.
6 As of
7 Aircraft, Crew, Maintenance and Insurance
8 Defined as the sum of short-term debt, long-term debt and leases minus cash and equivalents
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For Golden Falcon Media Inquiries
Salamander Davoudi, Tancredi Intelligent Communication, fullcirclecapital@tancredigroup.com
For MNGA Media Inquiries
Source: MNG Havayollari ve Tasimacilik A.S.
FAQ
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