LONDON – A Turkish cargo airline, MNG Airlines, has decided to go public on the New York Stock Exchange.
Business combination
MNG Airlines is going to go public through a special “business combination” with Golden Falcon Acquisition Corp., a special-purpose acquisition company.
The transaction is expected to be completed during the first half of 2023, after which MNG will be listed on the NYSE under the ticker symbol of “MNGA”.
As a public company, MNGA is expected to gain increased financial flexibility, and to be well-positioned to unlock new growth avenues and maximize value creation.
Ali Sedat Özkazanc, CEO of MNGA, commented, “We see significant value creation potential from becoming a publicly listed company in the U.S., with the expectation that it will enable transformative commercial agreements, create an acquisition currency, and align management incentives with shareholders.”
Murathan Gunal, Chairman of MNGA and CEO of MAPA Group, added, “Today, MNGA is an international company with a global presence including multinational corporate clients in the U.S., Europe, and Asia.”
“In the year that we celebrate 25 years of operational excellence, listing on the NYSE feels like a natural next step in our company’s history. We’re excited about delivering on the anticipated value creation opportunity ahead.”
Makram Azar, CEO of Golden Falcon, commented, “We screened over 500 companies and conducted in-depth due diligence on many companies and our process resulted in identifying a company that offers the market a differentiated, high-quality business.”
“We believe MNGA is an exceptional opportunity among DeSPAC business combinations, with a strong growth profile, profitability, cash flow generation, and priced at what we believe is the lowest EBITDA,”
“[Earnings Before Interest, Taxes, Depreciation, Amortization] multiple of any business combination closed to date in 2022, which is why we believe it is such a compelling investment opportunity.”
Scott Freidheim, Chairman of Golden Falcon, added, “At our initial public offering in December 2020, we communicated to investors that we intended to bring to them an established company in the Europe, Middle East, and Israel region with a compelling track record,”
“Cash flow-generation, a clear transatlantic expansion nexus, a strong growth profile, and benefitting from secular market tailwinds. We’re delighted to bring this differentiated investment opportunity to our investors as we believe MNGA meets the attributes we laid out as key business combination criteria.”
About the transaction
The transaction is expected to have an estimated value of $676 million, assuming minimum gross transaction proceeds of $30 million.
All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Golden Falcon.
The Company benefits from significant positive cash flow generation and a Capex-light business model, being able to organically fund its growth plans. Its current business plan is fully funded regardless of transaction proceeds.
Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.
The Golden Falcon management team screened over 500 potential targets since its IPO in December 2020.
Before executing the Business Combination Agreement with MNGA, the Golden Falcon team conducted extensive due diligence over the past ten months, supported by its advisor UBS Investment Bank.
In order to closely align incentives with the Company and existing shareholders, the Golden Falcon team has agreed to subject over 90% of sponsor shares received as merger consideration to a vesting schedule.
The proposed business combination, which has been unanimously approved by both the Board of Directors of Golden Falcon and the Board of Directors of MNGA, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.
