Lynk’s proven two-way sat2phone connectivity is
compatible with unmodified 2G to 5G mobile devices
Lynk’s “cell-tower-in-space” satellites have
been proven on all seven continents
Associated capital raise is expected to
accelerate manufacturing and secure launches as well as support
satellite design and operations
Lynk Global, Inc. (“Lynk”), the world’s leading
satellite-direct-to-standard-phone (“sat2phone”) telecoms provider,
and Slam Corp. (NASDAQ: SLAM), a special purpose acquisition
company (“Slam”), today announced that they have entered into a
definitive business combination agreement (the “Business
Combination Agreement”) under which Slam will combine with Lynk.
Upon completion, the combined company will operate as Lynk Global
Holdings, Inc. and its common stock is expected to be publicly
listed on Nasdaq under the ticker symbol “LYNK”.
Charles Miller, CEO of Lynk, said, “With technology proven on
all seven continents, and 36 full commercial contracts with
partners that currently provide coverage to hundreds of millions of
subscribers in approximately 50 countries, Lynk has the potential
to provide continuous wireless connectivity to billions of people
around the world, using the unmodified phones they use today.”
Alex Rodriguez, CEO of Slam, said, “Lynk seeks to connect the
world by extending cell coverage everywhere. We are thrilled to
announce this business combination agreement, which positions the
combined company to capitalize on the massive, $1 trillion mobile
wireless market as Lynk solves a core problem for the more than
five billion cell phone users around the globe today. The combined
company is set to deliver Lynk’s innovative, patented technology to
areas that need it most and connect the more than two billion
unconnected people worldwide.”
Lynk has engaged BTIG, LLC to raise additional capital ahead of
the closing of the business combination with Slam. Proceeds from
the anticipated financing will be used to produce more satellites,
secure launches, and support satellite design and operations. This
is expected to include the continued development, manufacturing and
launch of a constellation of Low-Earth Orbit satellites. The
constellation will complement the three commercially-licensed Lynk
satellites that are currently in orbit and is intended to enable
global communications using radiofrequency spectrum licensed to
mobile network operators (“MNO”) without hardware or software
modification to existing standard cellphone technologies.
Charles Miller added, “Through our proposed business combination
with Slam, we believe Lynk will be well-positioned to raise capital
through several avenues. The capital we intend to raise will
accelerate our growth as we execute our plan to launch many more
‘cell-towers-in-space’.”
Investment Highlights:
Lynk’s patented and commercially-licensed sat2phone technology
is compatible with any unmodified cellular device from 2G to 5G,
and is positioned to be compatible with future generations of
mobile devices. The company’s technology has been tested and proven
in over 25 countries, on all seven continents, and Lynk has signed
36 full commercial contracts with partners to provide coverage in
approximately 50 countries.
Transaction Overview:
Under the terms of the business combination agreement, the
transaction values Lynk at a pre-money enterprise value of $800
million. Upon completion of the transactions contemplated by the
Business Combination Agreement (the “Business Combination”), the
expected proceeds will be used to secure launch timing and support
satellite design, manufacturing and operations.
The boards of directors of Lynk and Slam have each approved the
proposed Business Combination, the consummation of which is subject
to various customary closing conditions, including the filing and
effectiveness of a Registration Statement on Form S-4 (the
“Registration Statement”) with the Securities and Exchange
Commission (the “SEC”), and the approval of the shareholders of
Lynk and Slam. Completion of the proposed Business Combination is
expected in the second half of 2024.
Additional information about the proposed Business Combination,
including a copy of the Business Combination Agreement, will be
provided in a Current Report on Form 8-K to be filed by Slam with
the SEC on February 5, 2024 (the “Current Report”). Additional
information about the proposed Business Combination will be
described in the Registration Statement relating to the proposed
Business Combination, which Slam and Lynk Global Holdings, Inc.
(“Topco”), a holding company formed to complete the Business
Combination, will file with the SEC.
Advisors
BTIG, LLC is serving as capital markets advisor and JonesTrading
Institutional Services LLC is serving as financial advisor to Lynk
Global, Inc. Goodwin Procter LLP is serving as legal counsel to
Lynk Global, Inc. Kirkland & Ellis LLP is serving as legal
counsel to Slam Corp. DLA Piper LLP (US) is serving as legal
counsel to BTIG, LLC.
About Lynk
Lynk is a patented, proven, and commercially-licensed
satellite-direct-to-standard-mobile-phone system. Today, Lynk
allows commercial subscribers to send and receive text messages to
and from space, via standard unmodified mobile devices. Lynk’s
service has been tested and proven in over 25 countries and is
currently being deployed commercially, based on 36 MNO commercial
service contracts covering approximately 50 countries. Lynk is
currently providing cell broadcast (emergency) alerts, and two-way
SMS messaging, and intends to launch voice and mobile broadband
services in the future. By partnering with Lynk via a simple
roaming agreement, a mobile network operator opens the door to new
revenue in untapped markets, gives subscribers peace of mind with
ubiquitous connectivity, and provides a potential pathway to
economic prosperity for billions. For more information, visit
www.lynk.world.
About Slam Corp.
Slam Corp. (Nasdaq: SLAM) is a special purpose acquisition
company established by baseball legend, investor and Chairman and
Chief Executive Officer of A-Rod Corp., Alex Rodriguez, and
Founder, Managing Partner and Chief Investment Officer of Antara
Capital LP, Himanshu Gulati. Slam intends to pursue investment
opportunities with companies that have large and growing
addressable markets, significant revenue growth, defensible
business models and superior market share.
Additional Information about the Transaction and Where to
Find It
This press release relates to the Business Combination involving
Lynk, Slam, Topco, Lynk Merger Sub 1, LLC, a Delaware limited
liability company and wholly owned subsidiary of Topco (“Merger Sub
1”) and Lynk Merger Sub 2, LLC., a Delaware limited liability and
wholly owned subsidiary of Topco (“Merger Sub 2”). In connection
with the Business Combination, Slam and Topco intend to file with
the SEC the Registration Statement, which will include a
preliminary proxy statement/prospectus of Slam and a preliminary
prospectus of Topco relating to the shares of common stock of
Topco, par value $0.00001 per share, to be issued in connection
with the Business Combination. This press release is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Slam or Topco
have filed or will file with the SEC or send to its shareholders in
connection with the Business Combination. This press release does
not contain all the information that should be considered
concerning the Business Combination and other matters and is not
intended to form the basis for any investment decision or any other
decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SLAM’S
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY SLAM OR TOPCO
WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS
COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS
COMBINATION.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to shareholders of Slam
as of a record date to be established for voting on the Business
Combination. Additionally, Slam and Topco will file other relevant
materials with the SEC in connection with the Business Combination.
Copies of the Registration Statement, the definitive proxy
statement/final prospectus and all other relevant materials for the
Business Combination filed or that will be filed with the SEC may
be obtained, when available, free of charge at the SEC’s website at
http://www.sec.gov. In addition, the documents filed by Slam or
Topco may be obtained, when available, free of charge from Slam at
http://www.slamcorp.com. Slam’s shareholders may also obtain copies
of the definitive proxy statement/prospectus, when available,
without charge, by directing a request to Slam Corp., 55 Hudson
Yards, 47th Floor, Suite C, New York, New York 10001.
No Offer or Solicitation
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The Business Combination will be implemented solely pursuant to the
Business Combination Agreement, filed as an exhibit to the Current
Report, which contains the full terms and conditions of the
Business Combination. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation of Proxies
This press release may be deemed solicitation material in
respect of the Business Combination. Slam, Lynk, Topco, Merger Sub
1, Merger Sub 2 and certain of their respective directors and
officers may be deemed participants in the solicitation of proxies
from Slam’s shareholders in connection with the Business
Combination. Slam’s shareholders and other interested persons may
obtain, without charge, more detailed information regarding the
names and interests in the Business Combination of Slam’s directors
and officers in Slam’s filings with the SEC, including Slam’s
initial public offering prospectus, which was filed with the SEC on
February 24, 2021, Slam’s subsequent annual reports on Form 10-K
and quarterly reports on Form 10-Q. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Slam’s shareholders in connection with
the Business Combination will be included in the definitive proxy
statement/prospectus relating to the Business Combination when it
becomes available. You may obtain free copies of these documents,
when available, as described in the preceding paragraphs.
Cautionary Statement Regarding Forward Looking
Statements
Certain statements made in this press release, and oral
statements made from time to time by representatives of Slam, Topco
and Lynk are “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may
generally be identified by the use of words such as “estimate,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,”
“future,” “propose,” “potential,” “target,” “goal,” “objective,”
“outlook” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
the financial position, business strategy and the plans and
objectives of management for future operations including as they
relate to the Business Combination and related transactions,
including the anticipated financing, pricing and market
opportunity, the satisfaction of closing conditions to the Business
Combination and related transactions, the level of redemptions by
Slam’s public shareholders and the timing of the completion of the
Business Combination, including the anticipated closing date of the
Business Combination and the use of the cash proceeds therefrom.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Slam’s, Topco’s and Lynk’s management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside the control of the
parties, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking
statements.
The forward-looking statements involve significant risk and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, among others, the following: (1) the inability
of the parties to successfully or timely consummate the Business
Combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Business Combination; (2)
satisfaction or waiver (if applicable) of the conditions to the
Business Combination, including with respect to the approval of the
shareholders of Slam; (3) the ability to maintain the listing of
the combined company’s securities on Nasdaq; (4) the risk that the
Business Combination disrupts current plans and operations of Slam
or Lynk as a result of the announcement and consummation of the
transactions described herein; (5) the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (6) uncertainty of the costs related
to the Business Combination; (7) changes in applicable laws or
regulations and delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals
required to complete the potential Business Combination; (8) the
possibility that Slam and Lynk may be adversely affected by other
economic, business, and/or competitive factors; (9) the outcome of
any legal proceedings that may be instituted against Slam, Topco or
Lynk or any of their respective directors or officers, following
the announcement of the Business Combination; (10) the failure to
realize anticipated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions and
purchase price and other adjustments; (11) risks related to
domestic and international political and macroeconomic uncertainty,
including the Russia-Ukraine conflict and the Israel-Hamas war;
(12) the risk that any of the conditions to closing of the Business
Combination are not satisfied in the anticipated manner or on the
anticipated timeline or are waived by any of the parties thereto;
(13) risks related to the rollout of Lynk’s business strategy and
the timing of expected business milestones; (14) the amount of
redemption requests made by Slam’s public shareholders; (15) the
ability of Slam to issue equity, if any, in connection with the
Business Combination or to otherwise obtain financing in the
future; (16) risks related to Lynk’s industry; (17) the inability
to complete any private placement financing, the amount of any
private placement financing or the completion of any private
placement financing with terms unfavorable to you; and (18) those
factors discussed in Slam’s Annual Report on Form 10-K for the year
ended December 31, 2022 and subsequent Quarterly Reports on Form
10-Q, in each case, under the heading “Risk Factors,” and other
documents of Slam, Topco or Lynk to be filed with the SEC,
including the proxy statement/prospectus. If any of these risks
materialize or Slam’s or Lynk’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Slam nor Lynk presently know or that Slam and Lynk
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Slam’s,
Topco’s and Lynk’s expectations, plans or forecasts of future
events and views as of the date of this press release. Slam, Topco
and Lynk anticipate that subsequent events and developments will
cause Slam’s, Topco’s and Lynk’s assessments to change. However,
while Slam, Topco and Lynk may elect to update these
forward-looking statements at some point in the future, each of
Slam, Topco and Lynk specifically disclaim any obligation to do so,
unless required by applicable law. These forward-looking statements
should not be relied upon as representing Slam’s, Topco’s and
Lynk’s assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240204812751/en/
Lynk Global, Inc. Investors /
Media Tony DeTora tdetora@lynk.world Slam Corp.
Investors Alex Jorgensen
ajorgensen@prosek.com Media Russell
Sherman rsherman@prosek.com
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