Market Overview

Modern Media Acquisition Corp. Enters into Merger Agreement with Akazoo Ltd., a global music streaming platform


Modern Media Acquisition Corp. (NASDAQ:MMDM) ("MMDM") today announced
that it has entered into a definitive agreement to combine with Akazoo
Ltd, a global digital music streaming platform based in the United
Kingdom, in a transaction that would value the combined company at
approximately $469 million. Under the definitive agreement, MMDM and
Akazoo will combine under a new holding company (referred to as
"Holdco"), domiciled in Luxembourg, which intends to list on the Nasdaq
Stock Market under the symbol "SONG" following completion of the

In its ninth year of operation, Akazoo is a leading music streaming
service specializing in emerging markets with 4.3 million premium
subscribers in 25 countries throughout Europe, South East Asia, South
America and Africa. MMDM is a special purpose acquisition company formed
for the purpose of effecting a merger, acquisition or similar business
combination sponsored by Modern Media, LLC, an entity jointly owned by
Lew Dickey, MMDM's Chairman and Chief Executive Officer, and an
affiliate of Macquarie Capital.

The combined company will continue to be led by Akazoo's experienced
management team under the leadership of Apostolos N. Zervos, Akazoo's
Founder and Chief Executive Officer. Lew Dickey will serve as Chairman
of the combined company.

Akazoo Investment Highlights

  • Leading music streaming service with a customer base of 4.3 million
    premium subscribers across 25 different countries with a focus on
    emerging markets
  • Positioned to benefit from rapid-growth of music streaming industry
    • Music streaming now accounts for nearly 40% of global recorded
      music revenues, expected to account for 85% of global music
      revenues by 2030
    • Emerging markets are expected to be the fastest growing music
      streaming markets over the next decade due to the rapid rate of
      smartphone adoption, and to surpass developed markets in total
      subscribers by 2024
  • Successful hyper-local strategy for content curation and cultural
    relevance with first mover advantage
  • Key partnerships with regional and local telecom services and mobile
    messaging companies
  • Patented Music AI technology for real-time music recommendations,
    sonic analysis and automatic playlisting, fully integrated into core
  • Compelling financial profile, with expected growth from further
    penetration of existing markets, and expansion into new territories
    • Multi-year track record of profitability
  • Experienced management team with deep industry and market knowledge
    well-positioned to oversee organic growth and expansion into new
  • Active M&A pipeline

MMDM Chairman & CEO Lew Dickey commented, "We are excited to enter into
this transaction with Akazoo. It's a terrific company with strong
management led by Founder & CEO, Apostolos Zervos. As one of the
pioneering companies in the space, they have spent the last decade
building a profitable business model with a strong competitive moat in
emerging markets. Music streaming is one of the best secular growth
stories in global media and entertainment, and Akazoo is a top global
platform that we expect will benefit tremendously from an infusion of
growth equity and a public currency to participate in further industry

Apostolos N. Zervos, Founder and CEO of Akazoo, remarked: "This
transaction marks the beginning of a new phase of growth for Akazoo. Our
goal has always been to provide our customers with the most relevant and
engaging user experience through deep knowledge of local tastes and an
expansive library of music content. We have successfully executed on
this mission since our inception in 2010 and have done so while
obtaining profitability. We are now serving over 4.3 million premium
subscribers, and, as we look to our next phase of growth, we could not
be happier to partner with Lew and MMDM. As our Chairman, Lew will bring
extensive media industry, public company and M&A experience to the
Akazoo team. With a public currency and an infusion of capital, Akazoo
will be positioned to expand more rapidly and efficiently than ever

David Dorfman, Head of Technology, Media & Telecom – Americas, Europe &
Asia of Macquarie Capital, said: "The announced transaction between
Akazoo and MMDM is an exciting opportunity for shareholders and
customers. Akazoo is a fast-growing and profitable business that is
poised to benefit from the continued adoption of music streaming across
mobile devices. We believe the proposed transaction will enable the
company to continue to build on its presence in 25 countries and

Akazoo's existing shareholders, which include Toscafund / Penta Capital,
are expected to own a majority of the stock of the combined company upon
the consummation of the proposed transaction.

Summary of Transaction

The transaction will combine Akazoo and MMDM under a new holding
company, Holdco that will become the publicly traded entity. After
giving effect to any redemptions by the public stockholders of MMDM of
their MMDM shares and the payment of transaction fees and expenses, the
balance of the approximately $212 million in cash currently held in
MMDM's trust account will be available to Holdco to fund future growth.
As a result of the transaction, each share of MMDM common stock will
convert into the right to receive one share of Holdco and each warrant
to purchase MMDM common stock will convert into a warrant to purchase an
equal number of shares of Holdco on the same terms as the MMDM warrants.
Also as a result of the transaction, the holders of MMDM's currently
outstanding rights to purchase MMDM common stock will receive, as to
each right, 0.1 shares of Holdco. The existing Akazoo shareholders will
receive an aggregate number of Holdco shares equal to an assumed Akazoo
enterprise value of $380 million (less any cash payment to them) divided
by the per share redemption price applicable to the redemptions by the
public stockholders of MMDM. The existing Akazoo shareholders will
receive a cash distribution of up to $20 million, in exchange for a
portion of their shares, if and to the extent that cash available in
MMDM's trust account, after the payment of transaction fees and expenses
and any redemptions, exceeds $110 million.

The transaction has been unanimously approved by the boards of directors
of both Akazoo and MMDM.

Completion of the transaction is subject to approval by stockholders and
certain other customary conditions. In addition, pursuant to its
certificate of incorporation, MMDM has until February 17, 2019 to
complete a business combination. On January 4, 2019, MMDM filed with the
Securities and Exchange Commission (the "SEC") a definitive proxy
statement with respect to a special meeting in lieu of its 2018 annual
meeting of stockholders to be held on February 8, 2019, at which MMDM
stockholders will be asked to approve an amendment to the certificate of
incorporation to extend (the "Extension") this date from February 17,
2019 to June 17, 2019. If this amendment is not approved, MMDM will have
the option to terminate the merger agreement, and will be required under
its certificate of incorporation to cease operations and redeem all
outstanding public shares of MMDM common stock.

Assuming all conditions are satisfied or waived, the transaction is
expected to close in the first half of 2019.

Additional information about the business combination has been provided
in an investor presentation being filed by MMDM with the SEC, which will
be available at the SEC website at

Macquarie Capital acted as lead financial advisor, and Jones Day and
Greenberg Traurig LLP served as legal counsel, to MMDM.

Loeb & Loeb LLP and Phanar Legal served as legal counsel to Akazoo.

Conference Call Information

A recording of the merger announcement will be available beginning at
7:30am Eastern Standard Time on January 24, 2019, by clicking the
following link:

Merger Announcement Recording

About Akazoo

Founded in 2010, Akazoo is a UK-based, global, on-demand music streaming
subscription company with a focus on emerging markets. Akazoo's Premium
service provides subscribers with unlimited online and offline
high-quality streaming access to a catalog of over 45 million songs on a
commercial-free basis. Akazoo's free, ad-supported Radio service
consists of over 100,000 stations and exists as a separate application.
With a presence in 25 countries and growing, Akazoo's platform includes
37 million registered users and 4.3 million premium subscribers as of
September 30, 2018. Akazoo directly licenses music from thousands of
labels and provides both online and offline listening platforms, social
media integration, and a patented, AI-driven new music recommendation
engine. As consumers across the globe continue to shift their media
consumption to mobile devices, Akazoo is equipped with a world-class
mobile application and user experience which works seamlessly across a
multitude of mobile devices and provides a high-quality user experience
across a range of mobile networks from 2g to 4g LTE and soon 5g.

About MMDM

MMDM is a Delaware corporation formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, recapitalization or other similar business combination
with one or more businesses. MMDM raised $210 million on its initial
public offering and began trading on NASDAQ in May 2017. Its common
stock, rights and warrants trade under the ticker symbols MMDM, MMDMR
and MMDMW, respectively. Its units trade under the ticker symbol MMDMU.

About Macquarie Capital

Macquarie Capital combines grounded thinking with innovative approaches
to develop transformative ideas and realize greater possibilities for
its clients – its partners. Macquarie looks beyond convention to connect
clients with ideas and opportunities others don't see, while its global
platform, specialized expertise and comprehensive services allow it to
deliver what others can't.

Our capabilities encompass corporate advisory and a full spectrum of
capital solutions, including capital raising services from equity, debt
and private capital markets and principal investments from Macquarie's
own balance sheet. These offerings are reinforced through our deep
sector expertise in aerospace, defense and government services,
consumer, gaming and leisure, financial institutions, infrastructure and
energy, real estate, resources, services, telecommunications, media and
technology across the US with 402 transactions completed, valued at $264
billion, in the year to March 31, 2018.

Additional Information and Where to Find it

For additional information on the proposed transaction, see MMDM's
Current Report on Form 8-K, which will be filed with the SEC after this
press release is distributed.

In connection with the proposed transaction, MMDM has filed a definitive
proxy statement relating to a special meeting of MMDM stockholders, to
be held on February 8, 2019, to approve the Extension.

In connection with the proposed transaction, MMDM expects that Holdco
will file a Registration Statement on Form F-4, which will include a
preliminary proxy statement/prospectus for the stockholders of MMDM.
When complete, MMDM intends to mail the definitive proxy
statement/prospectus and other relevant documents to its stockholders as
of the record date established for voting on the Business Combination.

Investors and security holders of MMDM are advised to read, when
available, each of the preliminary proxy statements, and amendments
thereto, and the definitive proxy statements and/or prospectus in
connection with MMDM's solicitation of proxies for its (A) special
meeting of stockholders to be held to approve the Extension and (B)
special meeting of stockholders to be held to approve, among other
things, the proposed transaction, because those documents will contain
important information about the Extension, the proposed transaction and
the parties thereto.

The definitive proxy statement relating to the special meeting of
stockholders to be held to approve the Extension was mailed to
stockholders of MMDM as of January 14, 2019, which is the record date
established for voting at that special meeting. The definitive proxy
statement/prospectus relating to the special meeting of stockholders to
be held to approve the proposed transaction will be mailed to
stockholders of MMDM as of a record date to be established for voting at
that special meeting.

Stockholders will also be able to obtain copies of Holdco's Registration
Statement, the proxy statement relating to the Extension, the proxy
statement/prospectus relating to the transaction and the Form 8-K,
without charge at the SEC's website at
or by contacting MMDM at 3414 Peachtree Road, Suite 480, Atlanta,
Georgia 30326, Attention: Corporate Secretary.

Participants in the Solicitation

MMDM, Akazoo Holdco and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies from MMDM's
stockholders in connection with the Extension or the proposed
transaction. Investors and security holders may obtain more detailed
information regarding the names and interests in the Extension or the
proposed transaction of MMDM's directors and officers in MMDM's filings
with the SEC, as well as MMDM's definitive proxy statement relating to
the Extension and Holdco's Registration Statement on Form F-4, which
will include the proxy statement/prospectus of MMDM for the proposed
transaction, when available.

Forward Looking Statements

This release contains certain forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, based on the current
expectations, estimates and projections of MMDM or Akazoo Limited (the
"Company") about the Company's operations, industry, financial
condition, performance, results of operations, and liquidity.
Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts. Statements
containing words such as "may," "could," "believe," "anticipate,"
"expect," "intend," "plan," "project," "projections," "business
outlook," "estimate," or similar expressions constitute forward-looking
statements. Forward-looking statements represent management's current
expectations or predictions of future conditions, events or results.
These forward-looking statements include, but are not limited to,
statements about, or are based upon assumptions regarding, the Company's
strategies and future financial performance; expectations or estimates
about future business plans or objectives, prospective performance and
opportunities and competitors, including revenues; customer acquisition
and retention; operating expenses; market trends, including those in the
markets in which the Company competes; liquidity; cash flows and uses of
cash; capital expenditures; the Company's ability to invest in growth
initiatives and pursue acquisition opportunities; the Company's products
and services; pricing; marketing plans; the anticipated benefits of the
proposed business combination; the amount of any redemptions by existing
holders of MMDM shares; the sources and uses of cash; the management and
board composition of the combined company following the proposed
business combination; the anticipated capitalization and enterprise
value of the combined company; the continued listing of the combined
company's securities on Nasdaq; whether MMDM is able to successfully
secure stockholder approval of the Extension; and the structure, terms
and timing of the proposed business combination. You are cautioned not
to place undue reliance on these forward-looking statements, which
reflect management's good faith beliefs, assumptions and expectations
only as of the date hereof. Any such forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that may cause actual performance and results to differ
materially from those predicted, many of which are beyond the Company's
control. Reported results should not be considered an indication of
future performance. Except as required by law, we undertake no
obligation to publicly release the results of any revision or update to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

No Offer or Solicitation

This announcement is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, subscribe for
or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer 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.

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