Merger of World Media and Entertainment Universal with Black Spade Acquisition II

Merger of World Media and Entertainment Universal with Black Spade Acquisition II

World Media and Entertainment Universal Inc. (WME), a global leader in media and entertainment, has entered into a significant business combination agreement with Black Spade Acquisition II Co (BSII), a special purpose acquisition company (SPAC) listed on Nasdaq. This merger will result in WME becoming a publicly traded company under its existing name, “World Media and Entertainment Universal Inc.,” with its headquarters in Paris. The transaction is set to be completed in mid-2025, subject to shareholder and regulatory approvals, along with customary closing conditions.

Upon completion, the combined entity will be valued at approximately $488 million, excluding BSII’s trust funds of about $153 million. Assuming no shareholders from BSII choose to redeem their shares for cash, WME’s existing shareholders will retain a dominant majority, holding over 70% of the combined company.

Dr. Feridun Hamdullahpur, Chairman of WME, expressed excitement about this partnership, noting that BSII’s values and forward-thinking approach align with WME’s vision for global growth. He stated, “WME is excited to enter into a long-term strategic partnership with Black Spade. As a dynamic, forward-thinking, innovative global media and entertainment company, we seek global partners who share our values, vision, and integrity to reach new heights.” Dr. Hamdullahpur also highlighted that, after this listing, WME would become AMTD Group’s third listed company, joining AMTD IDEA Group and AMTD Digital Inc.

On the other hand, Dennis Tam, Executive Chairman and Co-CEO of BSII, emphasized the strategic fit between the two companies, citing WME’s growing portfolio of hospitality and “culturtainment” assets. He noted that this merger would unlock significant value for BSII’s shareholders and expand WME’s global reach. “With a growing hospitality and culturtainment portfolio, WME is well-positioned for meaningful growth and global expansion,” Tam remarked. “Luxury and entertainment are core to Black Spade’s business, and this transaction will allow WME to leverage Black Spade’s global network and resources.”

World Media and Entertainment Universal’s portfolio includes several well-known assets in the media and entertainment space. This includes the iconic L’Officiel magazine and The Art Newspaper, along with several movie and entertainment projects. Additionally, WME has a global portfolio of premium properties and businesses across multimedia, entertainment, cultural affairs, hospitality, and VIP services. WME’s broad and diversified portfolio positions the company for significant growth in global media and entertainment, as well as expanding its footprint in luxury hospitality.

The transaction between WME and BSII is expected to bolster WME’s position in the entertainment industry, enabling it to further expand its reach and capitalize on new opportunities. The merger will also offer WME enhanced access to the public markets, enabling more efficient access to capital, as well as increasing the company’s visibility among potential partners and investors.

The proposed business combination between WME and BSII will be a crucial move in WME’s long-term strategy to grow its influence in the global media and entertainment sectors. The company’s global ambitions are clear, with strong support from AMTD Group, which is a significant stakeholder in WME and the parent company of AMTD IDEA Group and AMTD Digital Inc. These companies are already publicly listed, and their experience in global markets will likely assist WME in executing its growth strategy after the merger.

Black Spade Acquisition II Co (BSII) is a blank check company or SPAC, created with the specific purpose of merging with a private business and taking it public. BSII is managed by Black Spade Capital, a global investment firm with a diverse portfolio. This marks BSII’s second SPAC merger, following the successful de-SPAC transaction with VinFast Auto, a Vietnamese electric vehicle company, in 2023. The VinFast deal was notable as it became the third-largest de-SPAC transaction by deal value.

In terms of advisors, the transaction has seen involvement from several prominent firms. Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, are serving as the joint financial advisors and lead capital markets advisors for BSII. For legal counsel, Latham & Watkins LLP is representing BSII in the U.S., while Skadden, Arps, Slate, Meagher & Flom LLP is acting as U.S. legal counsel for WME. Additionally, Clifford Chance is providing intellectual property counsel to WME.

The business combination agreement between WME and BSII represents a significant milestone in the global media and entertainment sector. By joining forces with BSII, WME expects to unlock substantial growth opportunities, leveraging merger BSII’s global network, resources, and expertise to further expand its global footprint. With a strong portfolio and the backing of major players like AMTD Group, WME’s future as a publicly traded company looks promising.

The deal is expected to close in mid-2025, pending all necessary regulatory and shareholder approvals. As the transaction moves forward, additional information about the merger will be made available in a proxy statement, which will be filed with the SEC. For more details, interested parties merger can visit BSII’s Current Report on Form 8-K, filed merger with the SEC on January 27, 2025.

About World Media and Entertainment Universal Inc.

World Media and Entertainment Universal Inc. is a global media and entertainment company with a broad portfolio of assets, including L’Officiel, The Art Newspaper, and several hospitality and entertainment projects. Headquartered in France, the company operates across various sectors, including multimedia, cultural affairs, and VIP services. WME is positioned to lead in the global media and entertainment industry with a focus on innovation and strategic partnerships.

About Black Spade Acquisition II Co

Black Spade Acquisition II Co (BSII) is a blank check company formed to complete business combinations with private companies. BSII is managed by Black Spade Capital, a global investment firm with a diverse portfolio of cross-border investments. BSII’s first successful business combination with VinFast Auto in 2023 was one of the largest de-SPAC transactions in history. BSII is now focused on expanding its portfolio with new investment opportunities.

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