United Communications Partners Inc. ("UCP") (OTC Markets Group: UCPA) and Making Science Group, S.A. ("Making Science") (BME Growth: MAKS) today announced the execution of a definitive agreement and plan of merger (the "Merger Agreement") between UCP and Making Science Marketing & Adtech, SLU ("MSMA"), a wholly-owned subsidiary of Making Science. Pursuant to the Merger Agreement, MSMA will acquire all of UCP's common shares not currently owned by Making Science and its affiliates in a merger transaction (the "Merger"). Making Science presently owns 1,231,881,346 shares of UCP's common stock through MSMA and affiliates, representing a 76.14% interest in UCP.
Under the Merger Agreement, MSMA will pay cash consideration of $0.0029086 per share (the "Merger Consideration") to the shareholders of UCP, other than MSMA and its affiliates, in exchange for the shares of UCP. The Merger Consideration represents a premium of approximately 9% to the three-month volume weighted average price of UCP's common shares through to June 10, 2024.
The execution of the Merger Agreement follows the review and approval of the terms of the Merger and the Merger Agreement by a committee of the independent directors of UCP (the "Independent Committee"). The Merger Agreement has been unanimously approved by the boards of directors (the "Board") of UCP following the recommendation of the Independent Committee and the receipt of a fairness opinion of Skarpa, AB, as independent financial advisor to the Independent Committee. Skarpa, AB provided its opinion that, based upon and subject to the assumptions, qualifications and limitations therein, the Merger Consideration to be paid to the shareholders of UCP, other than MSMA and its affiliates, is fair and reasonable from a financial point of view to such shareholders.
Completion of the Merger will be subject to approval by the stockholders of UCP in accordance with the requirements of Nevada merger law (the "Statutory Merger Shareholder Approval"). In addition, completion of the Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible to vote at the meeting of shareholders to be held to approve the Merger, other than MSMA and its affiliates (the "Minority Shareholder Approval").
UCP has called a meeting of the shareholders of UCP to be held on July 30, 2024 (the "Shareholder Meeting") to consider the approval of the Merger. Shareholders of UCP as of the record date of June 11, 2024 will be entitled to attend and vote their shares of UCP's common stock at the Shareholder Meeting. In connection with the proposed Merger and the Shareholder Meeting, UCP will prepare a proxy statement (the "Proxy Statement") that will be sent the shareholders of UCP which will provide detailed information regarding the Merger and the Merger Consideration, including the requirements of the Statutory Merger Shareholder Approval and the Minority Shareholder Approval. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY IN ITS ENTIRETY WHEN AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company anticipates mailing its proxy statement to stockholders prior to the end of June 2024.
If the requisite shareholder approvals are obtained and other conditions to the completion of the Merger are satisfied, the Merger is expected to close in early August 2024 at which time the Merger Consideration would be paid to the UCP shareholders.
If the Merger is completed, the business of UCP will be operated going forward as a wholly-owned subsidiary of MSMA.
About UCP
UCP is a Nevada incorporated holding company that currently conducts its operations through its wholly owned subsidiaries; Tre Kronor Media AB, Abrego Spain SL and Effect Growth Media AB (former Tre Kronor Holding AB). Through its subsidiaries, UCP offers its customers advertising media, and other marketing and communication services for marketing and media within tech, data, CRM, strategy, and media buying, primarily in Sweden, Denmark, Norway, and Finland. The Company currently has 75 employees in the Nordics. Tre Kronor Media AB was in 2024 awarded the Agency of the year in Sweden.
About Making Science
Making Science is a digital acceleration company that currently has more than 1,200 employees and a presence and technological development in 15 markets: Spain, Portugal, Mexico, Colombia, France, Italy, UK, Ireland, Sweden, Denmark, Norway, Finland, Germany, Georgia and the USA. As a consulting partner of Local Planet, the world's largest network of independent media agencies, Making Science offers digital marketing, Adtech and Martech, cloud technologies and software, and cybersecurity services globally, through delivery hubs that drive job creation and the availability of highly skilled technology talent.
Making Science is composed of 4 business lines: the Global Digital Agency with Technology, with 360 digital advertising services that integrate strategic planning, creative, data and technology; the Cloud, Software and Cybersecurity business, with cloud-based solutions that deploy data intelligence and a specialized cybersecurity team; the Artificial Intelligence and SaaS division, with more than 400 engineers and data scientists for the development of platforms and digital solutions with AI technology applied to marketing; and the Making Science Investment area, with Ventis and TMQ, as a line of business diversification and implementation of the capabilities of all areas of Making Science.
In addition, the company participates in various ESG initiatives, including the Climate Pledge, the United Nations Global Compact and the Pledge 1% initiative, supporting non-profit organizations in its community with a strong commitment to making a positive impact in the future.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the United States securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including, without limitation, express or implied statements or guidance regarding the timing of the closing of the acquisition, the price per share to be received in the acquisition, and other statements identified by words like "believe," "expect," "may," "will," "should," "seek," or "could" and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the risk that the proposed Merger may not be completed in a timely manner, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition; approval of the merger transaction by the shareholders of UCP in the manner required by the Merger Agreement. Actual results may differ materially from those contemplated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. These forward-looking statements reflect management's current views and are based only on information currently available to us. The parties do not undertake to update, whether written or oral, any of these forward-looking statements to reflect a change in its views or events or circumstances, whether as a result of new information or otherwise, that occur after the date hereof except as required by law.
