Making Science Group Announces the Closing of its Acquisition of United Communications Partners, Inc.

Rhea-AI Summary

United Communications Partners Inc. (UCPA) and Making Science Group, S.A. (MAKS) have announced the closing of their acquisition. Making Science Marketing & Adtech, SLU (MSMA), a subsidiary of Making Science, has acquired all remaining common stock of UCP for $0.0029086 per share. UCP will now operate as a wholly-owned subsidiary of MSMA within the Making Science group.

UCP stockholders are advised to submit their stock certificates or book-entry shares with a completed letter of transmittal to receive their merger consideration. The paying agent, Computershare, will provide instructions for surrendering shares and completing necessary tax forms to avoid backup withholding.

UCP, a Nevada-incorporated holding company, operates in the Nordic region offering advertising media and marketing services. Making Science, a digital acceleration company, has a global presence in 15 markets and offers various digital marketing, technology, and cybersecurity services.

Positive

• Acquisition completed, expanding Making Science's presence in Nordic markets
• UCP to operate as a wholly-owned subsidiary, potentially benefiting from Making Science's resources
• Cash consideration provided to UCP shareholders at $0.0029086 per share

Negative

• Low per-share acquisition price may indicate value for UCP shareholders
• Potential loss of independence for UCP operations
• Possible integration challenges between UCP and Making Science

NEW YORK, Aug. 26, 2024 /PRNewswire/ -- United Communications Partners Inc. ("UCP") (OTC Markets Group: UCPA) and Making Science Group, S.A. ("Making Science") (BME Growth: MAKS) are pleased to announce that pursuant to the terms of the previously announced agreement and plan of merger (the "Merger Agreement") between UCP and Making Science Marketing & Adtech, SLU ("MSMA"), a wholly-owned subsidiary of Making Science, MSMA has acquired all of the common stock of UCP not currently owned by Making Science and its affiliates (the "UCP Shares"). Following the acquisition, UCP will continue to operate as a wholly-owned subsidiary of MSMA and as part of the Making Science group.

Pursuant to the Merger Agreement, MSMA has paid cash consideration of $0.0029086 per UCP Share (the "Merger Consideration") to the stockholders of UCP, other than MSMA and its affiliates, in exchange for the UCP Shares. Stockholders of UCP are encouraged to review UCP's proxy statement, dated July 2, 2024, for details on how to submit their stock certificate or book-entry shares along with a duly completed letter of transmittal to the paying agent so that they can receive their respective Merger Consideration.

The letter of transmittal will be sent by the Company's paying agent for the merger, Computershare, and will include instructions advising shareholders how to surrender their share certificates for the cash merger consideration. In addition, the letter of transmittal will include Internal Revenue Service Form W-9 (for U.S. shareholders) and a Form W-8BEN (for non-U.S. shareholders) for completion by those shareholders whose taxpayer identification number has not been certificated on UCP's records. Current taxpayer identifier information or a completed Form W-9 or W-8BEN will be required to avoid the deduction of backup withholding from the payment of the cash merger consideration. Shareholders who hold their shares in registered form (ie. those shareholders who are listed directly on the Company's register of shareholders, versus those shareholders who hold their shares through their broker) are urged to contact the Company at the e-mail address below to confirm their address for mailing of the letter of transmittal.

About UCP

UCP is a Nevada incorporated holding company that currently conducts its operations through its wholly owned subsidiaries; Tre Kronor Media AB, Abrego Spain SL and Effect Growth Media AB (former Tre Kronor Holding AB). Through its subsidiaries, UCP offers its customers advertising media, and other marketing and communication services for marketing and media within tech, data, CRM, strategy, and media buying, primarily in Sweden, Denmark, Norway, and Finland. The Company currently has 75 employees in the Nordics. Tre Kronor Media AB was in 2024 awarded the Agency of the year in Sweden.

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: Spain, Portugal, Mexico, Colombia, France, Italy, UK, Ireland, Sweden, Denmark, Norway, Finland, Germany, Georgia and the USA. As a consulting partner of Local Planet, the world's largest network of independent media agencies, Making Science offers digital marketing, Adtech and Martech, cloud technologies and software, and cybersecurity services globally, through delivery hubs that drive job creation and the availability of highly skilled technology talent.

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 1% initiative, supporting non-profit organizations in its community with a strong commitment to making a positive impact in the future.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the United States securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including statements identified by words like "believe," "expect," "may," "will," "should," "seek," or "could" and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. These forward-looking statements reflect management's current views and are based only on information currently available to us. The parties do not undertake to update, whether written or oral, any of these forward-looking statements to reflect a change in its views or events or circumstances, whether as a result of new information or otherwise, that occur after the date hereof except as required by law.

All dollar amounts herein are in United States dollars.

Contacts:

United Communications Partners Inc.:

Anna-Karin Darlin, Chief Financial Officer
E-mail: info.ucp@ucpworld.com

Making Science Group, S.A.

Making Science Investor Relations
E-mail: inversores@makingscience.com

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SOURCE United Communications Partners Inc.

FAQ

What is the acquisition price for United Communications Partners (UCPA) shares?

Making Science Marketing & Adtech, SLU is acquiring the remaining shares of United Communications Partners (UCPA) for $0.0029086 per share in cash.

How will the acquisition of UCPA affect its operations?

Following the acquisition, United Communications Partners (UCPA) will continue to operate as a wholly-owned subsidiary of Making Science Marketing & Adtech, SLU and as part of the Making Science group.

What should UCPA shareholders do to receive their merger consideration?

UCPA shareholders should submit their stock certificates or book-entry shares along with a completed letter of transmittal to the paying agent, Computershare, to receive their merger consideration.

What services does United Communications Partners (UCPA) offer?

United Communications Partners (UCPA) offers advertising media, marketing, and communication services, focusing on tech, data, CRM, strategy, and media buying, primarily in Sweden, Denmark, Norway, and Finland.