United Communications Partners Announces Shareholder Approval of Merger with Making Science

Rhea-AI Summary

United Communications Partners Inc. (UCPA) announced that shareholders have approved the merger with Making Science Group, S.A. at a special meeting. Key points:

• Making Science will acquire all outstanding UCPA shares not currently owned for $0.0029086 per share
• Making Science already owns 76.14% of UCPA
• 83.49% of total shares voted in favor of the merger
• 61.54% of non-affiliated shareholders approved the merger
• The merger is expected to close in early to mid-August 2024
• UCPA shares will likely be delisted from OTC Markets after the merger

This merger represents a significant development for UCPA, potentially impacting its operations and market presence in the digital advertising and marketing sector across Nordic countries.

Positive

• Merger approval indicates strong shareholder support for the transaction
• Potential for expanded market reach and resources through Making Science's global presence
• Possible synergies in digital marketing, AdTech, and AI technologies
• Cash consideration provides immediate value to UCPA shareholders

Negative

• Delisting from OTC Markets may reduce liquidity for remaining shareholders
• Low per-share price of $0.0029086 might indicate perceived value
• Loss of independence as UCPA becomes fully owned by Making Science
• Potential job losses or restructuring due to merger integration

STOCKHOLM, July 30, 2024 /PRNewswire/ -- United Communications Partners Inc. ("UCP") (OTC Markets Group: UCPA) is pleased to announce that at the special meeting (the "Meeting") of holders of UCP's common shares ("Shareholders") held today, the Shareholders voted in favour of the resolution (the "Merger Resolution") to adopt and approve the previously announced merger (the "Merger") with affiliates of Making Science Group, S.A. ("Making Science") (BME Growth: MAKS). Under the merger, an affiliate of Making Science will acquire all of the issued and outstanding common shares of UCP (the "Shares") not currently owned by Making Science and its affiliates for cash consideration of $0.0029086 per Share (the "Merger Consideration"). Making Science presently owns 1,231,881,346 shares of UCP's common stock through affiliates (the "Making Science Shares"), representing a 76.14% interest in UCP. The Merger is to be completed pursuant to the agreement and plan of merger dated June 11, 2024, among UCP, Making Science Marketing & Adtech, SLU and MS Merger Sub, Inc. (the "Merger Agreement").

Shareholders holding a total of 1,425,043,730 Shares were represented in person or by proxy at the Meeting, which constituted a quorum of Shareholders, and represented 88.08% of the 1,617,887,264 issued and outstanding Shares entitled to vote as of June 11, 2024, the record date for the Meeting.

In accordance with the requirements of Merger Agreement, Shareholders approved and adopted the Merger and the Merger Agreement by the following votes:

• the approval by the holders of a majority of UCP's outstanding shares of common stock, with 1,350,761,473 shares voting in favor (representing 83.49% of UCP's total shares) and 74,256,632 shares voting against (representing 4.59% of UCP's total shares); and
• the approval by a majority of the shares of UCP's common stock held by those Shareholders that are not affiliated with Making Science that were present and entitled to vote at the Meeting, with 118,880,127 shares voting in favor (representing 61.54% of shares present and entitled to vote) and 74,256,632 shares voting against (representing 38.44% of shares present and entitled to vote).

Subject to the satisfaction or waiver of customary closing conditions for a transaction of this nature, it is expected that the Merger will close in early to mid-August 2024 at which time the Merger Consideration would be paid to the Shareholders. If the Merger is completed, it is expected that the Shares will be delisted from the OTC Markets.

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 Martsch, 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, without limitation, express or implied statements or guidance regarding the timing of the closing of the acquisition, the price per share to be received in the acquisition, and other 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, including, without limitation, risks associated with: the risk that the proposed Merger may not be completed in a timely manner, or at all; and the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition. Actual results may differ materially from those contemplated 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.

View original content:https://www.prnewswire.com/news-releases/united-communications-partners-announces-shareholder-approval-of-merger-with-making-science-302210366.html

SOURCE United Communications Partners Inc.

FAQ

What is the merger consideration for UCPA shareholders in the Making Science deal?

UCPA shareholders will receive $0.0029086 per share in cash as consideration for the merger with Making Science.

When is the UCPA and Making Science merger expected to close?

The merger is expected to close in early to mid-August 2024, subject to customary closing conditions.

What percentage of UCPA shareholders approved the merger with Making Science?

83.49% of UCPA's total shares voted in favor of the merger, including 61.54% of non-affiliated shareholders present and entitled to vote.

Will UCPA stock continue to trade on OTC Markets after the merger?

No, it is expected that UCPA shares will be delisted from OTC Markets following the completion of the merger with Making Science.