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MBAC (M3-Brigade Acquisition II Corp.) is no longer actively trading.
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M3-Brigade Acquisition II Corp. currently has no substantial business operations. Its primary objective is to pursue and complete a business combination with one or more existing businesses. This could involve various forms, such as a merger, a capital stock exchange, an asset acquisition, a stock purchase, or a reorganization. The company was established in 2020 and maintains its headquarters in New York, New York.
NEW YORK , Nov. 30, 2023 /PRNewswire/ -- M3-Brigade Acquisition II Corp., a Delaware corporation (the "Company") (NYSE: MBAC) which is a special purpose acquisition company, today announced that it has determined to redeem all of its outstanding Class A common stock, par value $0.0001 per share, previously issued to the public (the "Public Shares"), with such redemption anticipated to be effective on or about December 13, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation (the "Charter"), filed with the U.S. Securities and Exchange Commission (the "Commission") on March 10, 2021. The Company expects the last day of trading of its Public Shares, units and warrants to be on or about December 8, 2023.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most connected company”TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, has successfully completed the syndication of $1,000 million new senior secured term loan commitments (the “Term Loan”) to refinance its capital structure, subject to customary conditions, including satisfactory definitive documentation. The financing will be used in connection with and contingent upon the Company's merger with M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”), a special purpose acquisition company or “SPAC”. The financing also includes a $165 million, five-year senior secured revolving credit facility (“RCF” and together with the Term Loan, the “Credit Facilities”). Summary of key terms for the Term Loan: · Secured Overnight Funding Rate (SOFR) plus 4.25% (subject to a 50-basis point SOFR floor) with 1.00% original issue discount · No Credit Spread Adjustment (CSA) included · Environmental, Social & Governance (ESG) metric-based step-down in the Term Loan interest rate margin of 7.5 basis points subject to meeting a specified target in the new credit agreement for the Credit Facilities · 2029 Final Maturity with a standard 1.0% annual principal amortization and 101 soft call provision for six months from date of closing · B2 Rating from Moody’s Investor Service and B- Rating from Standard & Poor’s on both the Term Loan and RCF Syndication of the new term loans was approximately 2.1x times oversubscribed with 48 investors in the final order book. As a result, the refinancing priced at the lower end of initial expectations. “We are very pleased with the better than expected execution we realized on these credit facilities,” said Simeon Irvine, Syniverse CFO. “Our future shareholders stand to benefit from a substantial reduction in our interest rates and contingent on our proposed merger with MBAC, our gross debt will reduce by half.” “The enhanced financial flexibility this refinancing provides will enable both continued deleveraging through improved Free Cash Flow generation and heightened reinvestment in innovation to spur faster growth. We look forward to merging with MBAC, and as a public company, providing guidance on Free Cash Flow for 2022 on our 1st Quarter earnings call in April,” Irvine said. Barclays Bank PLC acts as Joint Lead Arranger and Joint Bookrunner on the Term Loan, together with Goldman Sachs Bank USA, Mizuho Bank, Ltd., BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and Société Générale. Barclays Bank PLC will also be the Administrative Agent. In August 2021, Syniverse announced its plan to go public through a merger agreement with MBAC. Syniverse and MBAC announced on January 10, 2022, that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” 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 MBAC 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 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 or regulatory inquiries 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 definitive proxy statement, 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. Information About the Proposed 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 contain important information about MBAC, Syniverse and the proposed transaction. MBAC has mailed 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 https://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 https://www.sec.gov/. Additional information regarding the interests of such participants is 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 have been 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.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse, the “world’s most connected company”™ and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, today announced it is partnering with Verizon to implement Syniverse’s Evolved Mobility solution. The Evolved Mobility solution empowers Verizon to grow international roaming revenues and enable new roaming partner access to America’s largest and most reliable network. With Syniverse’s Evolved Mobility solution, Verizon can now serve inbound roamers with Voice over LTE (“VoLTE”) enabled devices from international mobile operators who have not yet launched VoLTE on their network. Syniverse’s Evolved Mobility will enable Verizon to build new roaming relationships with international mobile operators it has never been able to service before. Evolved Mobility facilitates voice and short message service (“SMS”), clearing and settlement, and global testing services for a full end-to-end solution. Syniverse and Verizon are actively working together to onboard global mobile operators and to allow seamless roaming into Verizon’s network for travelers visiting the United States via the Syniverse Evolved Mobility solution. For more than three decades and since 1G, Syniverse has managed the transition from each generation of mobile network technologies. With Evolved Mobility, Syniverse will continue to drive innovation and interoperability across the mobile ecosystem. In August 2021, Syniverse announced its plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC). On January 10, 2022, Syniverse and MBAC announced that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” CLICK TO TWEET: News alert: @Syniverse, the world’s most #connected company, helps @Verizon expand its inbound international #roaming revenues via #syniverse #evolvedmobility. #verizon #networktechnology https://bit.ly/2WzS6SZ Supporting Quotes Ronita Mathias, VP Commercial Finance / Roaming Services, Verizon “We are excited about the capabilities that Syniverse’s Evolved Mobility solution brings to Verizon, as we continue to rapidly expand the number of international operators we are partnering with for roaming in the USA. Evolved Mobility will allow us to connect with those operators who are not quite ready with a VoLTE solution of their own, opening up the opportunity for additional operators to get access to America’s most reliable network.” John McRae, President, Carrier, Syniverse “Syniverse welcomes the opportunity to help Verizon increase inbound roaming. Our Syniverse Evolved Mobility solution enables Verizon to connect with global mobile operators that do not have the voice-connecting technology known as Voice over Long-Term Evolution, or VoLTE roaming, allowing Verizon to seamlessly support inbound roamers onto a Verizon network and giving them a consistent mobile user experience when traveling in the USA.” Digital Assets [Photo] John McRae [Image] Syniverse logo Supporting Resources Read about Verizon. Read about Syniverse. Read about John McRae. Read and subscribe to the Syniverse Blog. Read and subscribe to Syniverse news releases. For more information about Syniverse’s news and activities, follow the company on Twitter, LinkedIn and Facebook. 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 more than 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers. 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. Information About the Proposed 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 https://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 https://www.sec.gov/. Additional information regarding the interests of such participants is 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 have been 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.
TAMPA, Fla.--(BUSINESS WIRE)--Syniverse Corporation (“Syniverse” or the “Company”), the “world’s most connected company”TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, is pleased to announce the publication of its inaugural Environmental, Social and Governance (“ESG”) Annual Report (“The Report”), detailing the company’s ESG strategy and performance for the 2020 calendar year. “We are proud to publish our inaugural ESG report, which reflects our commitment to communicating with our stakeholders transparently and providing regular updates on the progress we are making in reducing our environmental impact and improving the impact our technology has on the planet and the communities we serve,” said Syniverse CEO Andrew Davies. “Syniverse plays a critical role in the global mobile ecosystem, and as such we have a responsibility to ensure our business operates sustainably and benefits all stakeholders.” “Syniverse’s strategic approach to ESG is focused on driving long-term business value, which requires sustainability and responsible business practices to be embedded in everything we do,” said Kevin Beebe, Chairman of Syniverse’s Nominating and Corporate Governance Committee and Board member with responsibility for ESG topics. “As a company whose technologies connect the world, we take very seriously our responsibility to connect with our employees, communities and environment to support their development and protect their well-being.” Syniverse conducted an inaugural materiality assessment to identify and prioritize key non-financial topics for its business and stakeholders. The Company’s resulting ESG strategy and framework is titled “RISE,” an acronym that identifies the four areas critical to its long-term sustainability and success. These comprise: Responsibility to promote ethical practices Inclusive culture for employees and global community Service integrity in performance, security, and privacy Environmental performance that protects the world Highlights of The Report include: Responsibility: 100% of employees completed anti-bribery and corruption and Code of Conduct training No legal proceedings initiated and no monetary losses from anti-competitive behavior Adoption of and adherence to the UK Modern Slavery Act of 2015 Inclusivity: 71% of employees described Syniverse as a “great place to work” 87% of employees felt they can be their “authentic selves” at work Established objectives to improve employee and Board of Directors’ diversity Service integrity: 16% Improvement in Net Promoter Score from 2019 (36 to 42) Average service uptime of 99.85% 97% Customer support rating (Good or Excellent) Environmental: 39% reduction in Scope 1 Greenhouse gas emissions from 2019 and by 20% from 2010 (baseline year) Improved Carbon Disclosure score from C to B- Continued disclosure of Scope 1, 2, and 3 emissions to CDP The full report is available here. Reporting methodology is informed by leading sustainability and reporting frameworks including Global Reporting Initiative Standards, United Nations Sustainability Goals, Sustainability Accounting Standards Board and Carbon Disclosure Project (CDP). In August 2021, Syniverse announced its plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC) (“MBAC”) a special purpose acquisition company, or SPAC. Syniverse and MBAC announced on January 10, 2022, that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.” 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 Syniverse and anticipated 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 guaranteeing 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 definitive proxy statement, 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. Information About the Proposed Business Merger 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 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 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 is 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 have been 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.
NEW YORK & TAMPA, Fla.--(BUSINESS WIRE)--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.