M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special
purpose acquisition corporation, announced today that it has set a
meeting date of February 9, 2022 for its special meeting (the
"Special Meeting") to approve the previously announced proposed
business combination (the "Business Combination") with Syniverse
Corporation (“Syniverse”), the “world’s most connected company”TM
and a premier global technology provider of mission-critical mobile
platforms for carriers and enterprises. Holders of record of MBAC
common stock as of the close of business on January 6, 2022 (the
“Record Date”) will be entitled to receive notice and to vote at
the Special Meeting.
“We are excited to reach this important milestone and look
forward to successfully completing the proposed business
combination with MBAC,” said Andrew Davies, CEO of Syniverse. “We
appreciate the support from MBAC and all of our investors, who
share our belief that Syniverse is well positioned to capitalize on
the secular growth opportunities from mobile messaging and 5G that
our solutions enable.”
“With interoperability enabling software, inter-carrier
connectivity and quality at global scale to provide what mobile
enterprises and carriers require, we believe Syniverse is well
positioned for long-term, sustainable growth,” said Mohsin Y.
Meghji, Chairman of the Board of Directors and Chief Executive
Officer of MBAC. “We are excited to present the business
combination to MBAC shareholders and believe we are in the final
stage of a successful conclusion of this deal.”
The closing of the Business Combination is subject to approval
by MBAC's stockholders and the satisfaction of certain customary
closing conditions. The Business Combination is expected to close
shortly after the Special Meeting. In connection with the closing
of the Business Combination, MBAC will be renamed “Syniverse
Technologies Corporation” and its common stock is expected to be
listed on the NYSE with the ticker symbol “SYNV.”
Due to the Covid-19 pandemic, the Special Meeting will be held
virtually, and MBAC stockholders can attend the Special Meeting
using the virtual meeting instructions set forth on their proxy
cards. If any MBAC stockholder does not receive a copy of the
definitive proxy statement for the Business Combination, that
stockholder should contact their broker or contact MBAC's proxy
solicitor, Innisfree, for assistance, toll free at (877) 800-5182
for stockholders or by collect call at (212) 750-5833 for banks and
brokers.
MBAC stockholders can register for the Special Meeting by
visiting the following link:
https://www.cstproxy.com/m3brigadeii/2022. Only MBAC stockholders
with valid control numbers from their proxy cards may submit
questions. MBAC stockholders will have the opportunity to submit
questions both in advance of the Special Meeting and during the
Special Meeting, in each case upon receipt of their proxy cards and
the control numbers set forth therein. All questions should be
submitted via the chat box on the virtual meeting page on the link
listed above. Questions submitted in advance of the Special Meeting
and during the Special Meeting will be addressed during the Special
Meeting as time permits and at the sole and absolute discretion of
MBAC. Questions will be addressed in the order received.
About Syniverse
Syniverse is a leading global provider of unified,
mission-critical platforms enabling seamless interoperability
across the mobile ecosystem. Syniverse makes global mobility work
by enabling consumers and enterprises to connect, engage, and
transact seamlessly and securely. Syniverse offers a premier
communications platform that serves both enterprises and carriers
globally and at scale. Syniverse’s proprietary software, protocols,
orchestration capabilities and network assets have allowed
Syniverse to address the changing needs of the mobile ecosystem for
over 30 years. Syniverse continues to innovate by harnessing the
potential of emerging technologies such as 5G, IoT, RCS and CPaaS
for its customers.
About M3-Brigade Acquisition II Corp
MBAC is a special purpose acquisition corporation formed for the
purpose of effecting a merger, stock purchase or similar business
combination with one or more businesses. MBAC is led by key
executives of M3 Partners, LP, a leading financial advisory
services firm that specializes in assisting companies at inflection
points in their growth cycle, and Brigade Capital Management, LP, a
leading global investment advisor that was founded in 2006 to
specialize in credit-focused investment strategies and has
approximately $30 billion in assets under management.
Forward Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates and projections of the businesses of MBAC or Syniverse
may differ from their actual results and consequently you should
not rely on these forward-looking statements as predictions of
future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “would,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations with respect
to future performance of MBAC and Syniverse and anticipated
financial impacts of the proposed transaction, the satisfaction of
the closing conditions to the proposed transaction and the timing
of the completion of the proposed transaction.
These forward-looking statements are not guarantees of future
performance, conditions, or results, and involve significant risks
and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of MBAC and Syniverse and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the inability to complete the transactions
contemplated by the agreement and plan of merger with respect to
the proposed transaction (the “Merger Agreement”), including due to
failure to obtain approval of the stockholders of MBAC or other
conditions to closing in the Merger Agreement; (2) the outcome of
any legal proceedings that may be instituted against the parties
following announcement of the Merger Agreement and the proposed
transactions contemplated thereby; (3) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the post-combination company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its
management and key employees; (4) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement and the proposed transactions
contemplated thereby; (5) risks related to the uncertainty of the
projected financial information with respect to Syniverse; (6) the
inability to obtain or maintain the listing of the post-acquisition
company’s Class A Stock and public warrants on the NYSE following
the proposed business combination; (7) risks related to the
post-combination company’s ability to raise financing in the
future; (8) the post-combination company’s success in retaining or
recruiting, or changes required in, our officers, key employees or
directors following the proposed business combination; (9) our
directors and officers potentially having conflicts of interest
with our business or in approving the proposed business
combination; (10) intense competition and competitive pressures
from other companies in the industry in which the post-combination
company will operate; (11) the business, operations and financial
performance of Syniverse, including market conditions and global
and economic factors beyond Syniverse’s control; (12) the effect of
legal, tax and regulatory changes; (13) the receipt by MBAC or
Syniverse of an unsolicited offer from another party for an
alternative business transaction that could interfere with the
proposed business combination; (14) the risk that the proposed
business combination disrupts current plans and operations of MBAC
or Syniverse as a result of the announcement and consummation of
the transactions described herein; (15) costs related to the
proposed business combination; (16) changes in applicable laws or
regulations; (17) the possibility that MBAC or Syniverse may be
adversely affected by other economic, business, and/or competitive
factors; (18) the amount of redemption requests made by MBAC’s
public stockholders; (19) the impact of the continuing Covid-19
pandemic on MBAC, Syniverse and Syniverse’s projected results of
operations, financial performance or other financial metrics or on
any of the foregoing risks; and (20) other risks and uncertainties
disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy
statement discussed above, including those under “Risk Factors,”
and other documents filed or to be filed with the SEC by MBAC.
MBAC and Syniverse caution that the foregoing list of factors is
not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Syniverse and MBAC do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction, MBAC has filed a
definitive proxy statement with the SEC. MBAC’s stockholders and
other interested persons are advised to read the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed transaction, as these materials will
contain important information about MBAC, Syniverse and the
proposed transaction. MBAC has commenced mailing of the definitive
proxy statement to the stockholders of MBAC as of January 6, 2022,
the record date established for the proposed transaction. MBAC
stockholders will also be able to obtain copies of the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge at the SEC’s
website at http://www.sec.gov, or by directing a request to:
M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New
York, New York 10019.
Participants in the Solicitation
MBAC and its directors and executive officers may be deemed
participants in the solicitation of proxies of MBAC’s stockholders
with respect to the proposed transaction. A list of those directors
and executive officers and a description of their interests in MBAC
have been filed in the proxy statement for the proposed transaction
and are available at www.sec.gov. Additional information regarding
the interests of such participants are contained in the proxy
statement.
Syniverse and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of MBAC in connection with the proposed transaction. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed transaction
will be included in the proxy statement for the proposed business
combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220110005626/en/
Media and Press: Brooke Gordon /
Kelsey Markovich Sard Verbinnen & Co.
syniverse-svc@sardverb.com +1.212.687.8080
Investor Relations: Stanley
Martinez, CFA, IRC Syniverse ir@syniverse.com
+1.813.614.1070
Kristin Celauro M3-Brigade Acquisition II Corp.
kcelauro@m3-partners.com +1.212.202.2223
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