EdtechX EDTXU = 1C + 1W
Done METX
Do not have to be called. Already 2.50 Will terminate
Effective January 6, 2021, the Company has temporarily reduced the exercise price of all outstanding Warrants to $2.50 per share, and has added a “full-ratchet” anti-dilution protection with respect to subsequent equity sales in which any person will be entitled to acquire ordinary shares at an effective price per share that is lower than the then exercise price of the Warrants, subject to customary exceptions (the “Temporary Reduction Period”). This reduced price and “full-ratchet” anti-dilution protection will apply to all outstanding Warrants during the Temporary Reduction Period. The Temporary Reduction Period will terminateon the later to occur of (i) the date following which the closing price of the Ordinary Shares has been equal to or greater than $3.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period or (ii) Monday, March 7, 2021. Upon any termination of the Temporary Reduction Period, the exercise price of the outstanding Warrants will be reset to $11.50 per share and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection. The one-time full-ratchet anti-dilution protection will also terminate upon the closing of bona fide (meaning raising gross proceeds of at least $10 million) equity financing by the Company at a per share price above $2.50 during the Temporary Reduction Period.
Warrant offer 12/8/2020 $1.40. 65% participation minimum. December 7, 2020, which is the date that the materials relating to this Offer to Exercise are first being sent to the holders of the Warrants, and ends at 11:59 p.m. (Eastern Time) on January 5, 2021
If you choose not to participate in the Offer to Exercise, your original Warrants will remain in effect, with an exercise price of $11.50 per share, unless the Participation Requirement is met. If the Participation Requirement is met the Warrants will be subject to the Second Reduction Period.
( If the Participation Requirement is met, the exercise price of all outstanding Warrants following January 5, 2021, as the same may be extended by the Company in its sole discretion (the “Expiration Date”) will temporarily be reduced to $2.50 per Ordinary Share, and be subject to a “full-ratchet” anti-dilution protection with respect to subsequent equity sales in which any person will be entitled
to acquire Ordinary Shares at an effective price per Ordinary Share that is lower than the then exercise price of the Warrants, subject to customary exceptions (the “Second Reduction Period”). This reduced price and “full-ratchet” anti-dilution protection will apply to all outstanding Warrants during the Second Reduction Period. The Second Reduction Period will terminate on the later to occur of (i) the date following which the closing price of the Ordinary Shares has been equal to or greater than $3.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period or (ii) the 61st day following the Expiration Date.Upon any termination of the Second Reduction Period, the exercise price of the outstanding Warrants will be reset to $11.50 per Ordinary Share and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection. The one-time full-ratchet anti-dilution protection will also terminate upon the closing of bona fide equity financing (meaning raising gross proceeds of at least $10 million) by the Company at a per share price above $2.50 during the Second Reduction Period. If the Participation Requirement is not met, the exercise price of the outstanding Warrants will remain at $11.50 and will not be subject to the “full-ratchet” anti-dilution protection (unless the Participation Requirement condition is waived by the Company).
--------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------------------------
In connection with the closing of the merger transaction, the combined entity completed a private placement of US$ 32 million from institutional investors including Azimut, a leading Italian asset manager with assets under management of more than US$ 60 billion, and Xiamen ITG Holding Group, a China-based Fortune Global 500 company engaged in a broad range of industries, including education. These investments added to the previous investments into Meten by China International Capital Corporation and private equity funds affiliated with Tsinghua University.
-------------------------------------------------------------------------------------------------------------------------------
holders of 5,974,745 shares common stock issued in EdtechX’s initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.34 per share, or an aggregate of approximately $61.78 million.
Meten EdtechX
Stanley Yang
+86 1851-8513-075
stanley_yts@meten.com
Citigate Dewe Rogerson
Sandra Novakov / Christen Thomson / Eleni Menikou / Lucy Eyles
+44 (0)20 7638 9571
meten@citigatedewerogerson.com
Float about 350,000
Merger announcement Dec 12 2019
Trust = $10.15 at IPO. 64,198,750
6,325,000 trust common.
Trust ~ 10.34 Sept 2019 - $65,790,958
Warrant terms - 1 + 11.50. Adjust 9.50 below.
Term 18 mo. or 21 with proxy.
Chardan - I-Bankers Securities, Inc.
Focus -education, training and education technology (“edtech”) industries.
Warrants adjust - if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.
The Azimut Investors are entities that are stockholders of ours but that are not otherwise affiliated with us or our sponsors. The Azimut Investors have also entered into contingent forward purchase agreements with us to purchase, in a private placement to occur concurrently with the consummation of our initial business combination, up to 2,000,000 of our units at $10.00 per unit (or up to an aggregate purchase price of $20,000,000), on substantially the same terms as the sale of units in this offering...The Azimut Investors granting their consent to the purchase is entirely within their sole discretion.
Our founders and management, led by Charles McIntyre, Executive Chairman of our board of directors and Chief Investment Officer, and Benjamin Vedrenne-Cloquet, our Chief Executive Officer, have significant experience as investors, advisors and operators in fragmented industries undergoing global consolidation and digital transition, in particular the media and education sectors. Together, they have been building and leading a thematic platform dedicated to the education, training and edtech sectors comprised of two companies – IBIS Capital and Edtech Global. We will have access to the resources and strategic capabilities of both IBIS Capital and Edtech Global (together, our “platform partners”), which we believe will give us a competitive advantage in our acquisition strategy and our ability to identify and implement value creation initiatives.
IBIS Capital was formed in 2003 as a sector focused investment bank specializing on opportunities arising from the impact of digital technology. IBIS Capital is headquartered in London, UK and has established itself as a leading independent investment bank within the education and media sectors, working with companies, financial sponsors, family offices and institutional investors across Europe, Asia and North and South America. IBIS Capital was a founding partner in 2006 of IBIS Capital Partners, a long/short hedge fund focused on the global media sector. The majority shareholder and Chief Executive Officer of IBIS Capital is Charles McIntyre, who was formerly a managing director of the investment banking businesses of Apax Partners, an international private equity firm. Benjamin Vedrenne-Cloquet, who is an operating partner and co-owner of IBIS Capital, has been responsible together with Mr. McIntyre for the development of the IBIS Capital and Edtech Global education platform. Prior
1
to joining IBIS Capital in 2012, Mr. Vedrenne-Cloquet held various senior management and investment positions at leading US and international media groups, including Time Warner (NYSE: TWX), Omnicon (NYSE: OMC), Modern Times Group (NASDAQ (OMX)- MTGA), and Lagardere (EPA: MMB).
EdTech Global, which was spun out from IBIS Capital in 2015, is a company that owns and operates international conferences under the EdTechX brand for senior executives and investors involved in and connected to the education and training sectors. EdTech Global addresses a global audience through its events in Europe (EdtechX Europe), Asia (EdtechX Asia) and Africa (EdTechX Africa) and works in partnership with other event organizers in the U.S., Middle East, China and Japan. EdTech Global maintains a proprietary database of over 5,000 companies and 25,000 senior executives, entrepreneurs, business owners, functional experts, investors and influencers operating within the education and training sector across the globe.
We will be further supported by Azimut Enterprises, one of our initial stockholders. Operating since 1989, Azimut is a leading European independent asset management company with over $61 billion of assets under management (as of May 2018). The parent company, Azimut Holding, has been listed on Milan’s stock exchange since July 2004 (AZM.IM) and is a part of the FTSE MIB. Azimut sells and manages mutual funds, hedge funds, private equity funds as well as being active in the discretionary management of individual investment portfolios. The Azimut group comprises various companies active in the sale, management and distribution of financial and insurance products, with registered offices in Italy, Luxembourg, Ireland, China (Hong Kong and Shanghai), Monaco, Switzerland, Singapore, Brazil, Mexico, Taiwan, Chile, U.S., Australia, Turkey and United Arab Emirates.