Making Science Group Announces Agreement to Acquire Outstanding 24% Interest in United Communications Partners
United Communications Partners (UCP) and Making Science Group have announced a merger agreement. MSMA, a subsidiary of Making Science, will acquire all UCP shares it doesn't already own at $0.0029086 per share, representing a 9% premium on the three-month average price. Making Science currently holds a 76.14% interest in UCP. The merger has been approved by UCP's board and independent committee, with a fairness opinion from Skarpa, AB. Shareholders will vote on the merger on July 30, 2024, with the merger expected to close in early August 2024. Post-merger, UCP will operate as a wholly-owned subsidiary of MSMA.
- Merger Consideration represents a 9% premium to the three-month volume weighted average price.
- The Merger has been approved by both UCP’s independent committee and its board.
- Skarpa, AB provided a fairness opinion stating the Merger Consideration is fair and reasonable.
- The Merger is expected to close in early August 2024, subject to shareholder approval.
- Shareholders not affiliated with Making Science will receive $0.0029086 per share, which may be seen as a low cash consideration.
- The successful completion of the Merger is contingent upon obtaining various shareholder approvals.
- Potential shareholder dilution as a result of the acquisition.
- Operational changes as UCP becomes a wholly-owned subsidiary of Making Science, which may affect existing business dynamics.
Under the Merger Agreement, MSMA will pay cash consideration of
The execution of the Merger Agreement follows the review and approval of the terms of the Merger and the Merger Agreement by a committee of the independent directors of UCP (the "Independent Committee"). The Merger Agreement has been unanimously approved by the boards of directors (the "Board") of UCP following the recommendation of the Independent Committee and the receipt of a fairness opinion of Skarpa, AB, as independent financial advisor to the Independent Committee. Skarpa, AB provided its opinion that, based upon and subject to the assumptions, qualifications and limitations therein, the Merger Consideration to be paid to the shareholders of UCP, other than MSMA and its affiliates, is fair and reasonable from a financial point of view to such shareholders.
Completion of the Merger will be subject to approval by the stockholders of UCP in accordance with the requirements of
UCP has called a meeting of the shareholders of UCP to be held on July 30, 2024 (the "Shareholder Meeting") to consider the approval of the Merger. Shareholders of UCP as of the record date of June 11, 2024 will be entitled to attend and vote their shares of UCP's common stock at the Shareholder Meeting. In connection with the proposed Merger and the Shareholder Meeting, UCP will prepare a proxy statement (the "Proxy Statement") that will be sent the shareholders of UCP which will provide detailed information regarding the Merger and the Merger Consideration, including the requirements of the Statutory Merger Shareholder Approval and the Minority Shareholder Approval. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY IN ITS ENTIRETY WHEN AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company anticipates mailing its proxy statement to stockholders prior to the end of June 2024.
If the requisite shareholder approvals are obtained and other conditions to the completion of the Merger are satisfied, the Merger is expected to close in early August 2024 at which time the Merger Consideration would be paid to the UCP shareholders.
If the Merger is completed, the business of UCP will be operated going forward as a wholly-owned subsidiary of MSMA.
About UCP
UCP is a
About Making Science
Making Science is a digital acceleration company that currently has more than 1,200 employees and a presence and technological development in 15 markets:
Making Science is composed of 4 business lines: the Global Digital Agency with Technology, with 360 digital advertising services that integrate strategic planning, creative, data and technology; the Cloud, Software and Cybersecurity business, with cloud-based solutions that deploy data intelligence and a specialized cybersecurity team; the Artificial Intelligence and SaaS division, with more than 400 engineers and data scientists for the development of platforms and digital solutions with AI technology applied to marketing; and the Making Science Investment area, with Ventis and TMQ, as a line of business diversification and implementation of the capabilities of all areas of Making Science.
In addition, the company participates in various ESG initiatives, including the Climate Pledge, the United Nations Global Compact and the Pledge
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of
All dollar amounts herein are in
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SOURCE United Communications Partners Inc.
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