TONIES SE
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION. Press Release 468 SPAC I obtains shareholder approval and a close to zero redemption rate, paving the way for its business combination with Boxine GmbH and listing as tonies SE - 100% of shareholders attending the Extraordinary General Meeting ("EGM") voted in favour of the business combination with Boxine GmbH - 99.98% of all 468 SPAC I shareholders decided not to redeem their shares, an exceptionally strong vote of confidence in the strength of the business - Boxine GmbH to receive approximately ?190m of primary cash proceeds - 468 SPAC I SE to be renamed to tonies SE Luxembourg, 15 November 2021 - 468 SPAC I SE ("468 SPAC"), a publicly listed special purpose acquisition company sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, successfully concluded the redemption period required in the context of its proposed business combination with Boxine GmbH ("Boxine"), a cloud-connected kid's audio entertainment business and the company behind the "tonies(R)" brand, last Thursday (11 November 2021). Moreover, the business combination received unanimous support at today's EGM, with 100% of attending votes in favour. 468 SPAC achieved a 0.02% redemption rate, which is a testament to the confidence investors have in its joint future with Boxine. Boxine will receive a cash injection of approximately ?190m to fund its geographic, product & platform expansion and future innovations. Today's EGM also approved the renaming of the company to tonies SE ("tonies") and appointed the members of its new supervisory board Anna Dimitrova (chairperson), Christian Bailly, Stephanie Caspar, Thilo Fleck, Helmut Jeggle, Alexander Kudlich and Alexander Schemann. Alexander Kudlich, CEO of 468 SPAC comments: "The close to zero redemption rate combined with the 100% vote at today's EGM are an impressive testament to the attractiveness of the asset we are combining with. tonies is led by an exceptional management team headed by its founders Marcus Stahl and Patric Faßbender and has shown outstanding growth in the past. I am highly confident that tonies will continue to write an extraordinary growth story for years to come." Ludwig Ensthaler, CIO of 468 SPAC, says: "tonies had many options to choose from to finance the global expansion of their business, including that of a traditional IPO. The fact that a category defining company like tonies decided to merge with 468 SPAC proves that high-quality Frankfurt-listed SPACs are a viable alternative to conventional IPOs for the very best domestic growth businesses." Marcus Stahl, co-founder and co-CEO of Boxine, adds: "The implementation of the business combination and the resulting cash injection provides us with the funds to accelerate our strong international growth, in particular our fast growing US business. It is our declared goal to make tonies a global phenomenon, and we are excited to continue this journey as a Frankfurt-listed company. We would like to thank 468 SPAC for the great partnership and the excellent process. And of course a very special thanks to our incredible team." The closing of the business combination is expected to occur by the end of November 2021. About Boxine GmbH/tonies Founded in 2013, Boxine is the creator of a new multi-billion euro category in kid's digital entertainment and the company behind the award-winning, screen-free tonies(R) audio entertainment system for kids aged 3 years and up. The revolutionary ecosystem consists of the Toniebox player and audio figurines - called Tonies - which when paired with the Toniebox start playing audio content. Boxine offers kids a digital storytelling experience in a way that stimulates their imagination and enables intuitive, tactile play. Since launching the product in late 2016, Boxine has sold more than 2.4 million Tonieboxes and over 25 million Tonies. It is currently present in Germany, Austria, Switzerland, the UK, Ireland and the US with further internationalisation plans. For more information visit: https://tonies.com/ Media Contact Mr. Jobst Honig Finsbury Glover Hering Europe GmbH E: Jobst.Honig@fgh.com M: +49 171 86 29 967 Disclaimer This publication constitutes neither an offer to sell nor a solicitation to buy securities. These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of 468 SPAC I SE (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. In the United Kingdom, this document is only being distributed to and is only directed at qualified investors who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation. Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the "MiFID II Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II. This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims concerning, among other things, the Company's or the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; lease-up potentials; economic outlook and industry trends; developments of the Company's or the Group's markets; the impact of regulatory initiatives; and the strength of the Company's or any other member of the Group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of other members of the Group) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement. End of Media Release Issuer: 468 SPAC I SE Key word(s): Enterprise
15.11.2021 Dissemination of a Press Release, transmitted by DGAP - a service of EQS Group AG. |
| Language: | English |
| Company: | 468 SPAC I SE |
| 9 Rue de Bitbourg | |
| 1273 Luxembourg | |
| Luxemburg | |
| E-mail: | info@468spac.com |
| ISIN: | LU2333563281, LU2333564099 |
| WKN: | A3CM2W, A3GRR1 |
| Listed: | Regulated Market in Frankfurt (General Standard) |
| EQS News ID: | 1249152 |
| End of News | DGAP Media |
1249152 15.11.2021
