Announcement • Dec 06
TNL Mediagene completed the acquisition of Blue Ocean Acquisition Corp. (NasdaqGM : BOCN) from Blue Ocean Sponsor LLC, Glazer Capital, LLC and others in a reverse merger transaction.
TNL Mediagene executed a non-binding letter of intent to acquire Blue Ocean Acquisition Corp. (NasdaqGM : BOCN) from Blue Ocean Sponsor LLC, Glazer Capital, LLC and others in a reverse merger transaction on April 6, 2023. TNL Mediagene entered into a definitive agreement to acquire Blue Ocean Acquisition Corp. from Blue Ocean Sponsor LLC, Glazer Capital, LLC and others for approximately $340 million in a reverse merger transaction on June 5, 2023. Merger valued at approximately $275 million based on an equity value per TNL Mediagene Ordinary Share on a fully diluted basis of $10.00 per share. In addition, Blue Ocean’s initial shareholders, including the Sponsor, are eligible to receive the fair value of share-based payments of 4,743,750 Earn-Out Shares.
The business combination is expected to result in TNL Mediagene becoming a publicly traded company in the United States. As a result of the Merger, outstanding shares and warrants of Blue Ocean will be canceled and converted into the right to receive equivalent shares and warrants of TNL Mediagene. The transaction gives TNL Mediagene a pre-money enterprise value of approximately $280 million. In connection with the Merger, Blue Ocean Sponsor LLC, a Cayman Islands limited liability company and certain insiders and other shareholders holding Class B common shares in Blue Ocean have agreed to defer receipt of the shares of TNL Mediagene that they will receive pursuant to the Merger for up to 36 months. As of October 23, 2024, Blue Ocean Acquisition Corp and TNL Mediagene entered into that certain Amendment No. 2 to the Agreement and Plan of Merger, the conditions to closing of the transactions contemplated by the Merger Agreement that (i) TNL Mediagene have at least $5,000,001 of net tangible assets immediately after the effective time of the merger of Merger Sub with and into the Company and (ii) the Company have minimum balance sheet cash of $20,000,000 immediately prior to or upon Closing were removed. No other changes were made to the Merger Agreement.
The Boards of Directors of TNL Mediagene and Blue Ocean, respectively, have approved the transaction. The transaction will require approval of the shareholders of Blue Ocean and TNL Mediagene and is subject to customary closing conditions, including the receipt of certain regulatory approvals. An extraordinary general meeting of Blue Ocean will be held at 11:00 a.m., Eastern time, on August 29, 2023. Blue Ocean shareholders will hold an extraordinary general meeting of shareholders on November 27, 2024, to approve the transaction. The transaction is expected to close in the first quarter of 2024. As of November 27, 2024, the transaction was approved by Blue Ocean by the shareholders.
Joshua DuClos, Jon Daly, Kenny Terrero, Sam Gandhi; Ken Daly, Edward W. Sharon, Stacy Crosnicker; Cathryn Le Regulski and Angela T. Richards of Sidley Austin LLP and Lee and Li are serving as legal advisors and Needham & Company, LLC is serving as financial and capital markets advisor to Blue Ocean. Joseph Sulzbach, Omar Pringle, Thomas Chou, Nozomi Oda, Yohei Nakagawa and Jesse Gillespie of Morrison & Foerster LLP is serving as legal advisor to TNL Mediagene. Continental Stock Transfer & Trust Company acted as Transfer Agent and Morrow & Co., LLC acted as an information agent for Blue Ocean. Morrow & Co., LLC will be paid a fee of $25,000, plus associated disbursements. Sidley Austin LLP and Lee and Li, Attorneys-at-Law acted as due diligence providers to Blue Ocean. Newbridge Securities Corporation acted as financial advisor and fairness opinion provider to Blue Ocean. Walkers acted as Cayman legal advisor to TNL Mediagene, and the Maples Group acted as Cayman legal advisor to Blue Ocean. Blue Ocean agreed to pay Newbridge a fee of $150,000. $10,000 of the fee was paid as a retainer, $70,000 was paid upon delivery of the Opinion, and the remaining $70,000 is payable upon consummation of the Merger.
TNL Mediagene completed the acquisition of Blue Ocean Acquisition Corp. (NasdaqGM : BOCN) from Blue Ocean Sponsor LLC, Glazer Capital, LLC and others in a reverse merger transaction on December 5, 2024. TNL Mediagene will start trading on NASDAQ under the ticker symbol TNMG commencing on December 6, 2024 Eastern Time.
