M&A - International Media Acquisition Corp.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025030334

Filing Summary: On April 3, 2025, International Media Acquisition Corp. (IMAQ) entered into a Merger Agreement with VCI Holdings Limited (the Target Company) and Vietnam Biofuels Development Joint Stock Company (VNB), involving the formation of a wholly owned subsidiary and a series of steps culminating in IMAQ merging into that subsidiary. The newly formed entity will subsequently acquire the Target Company, allowing for a publicly traded entity in the U.S. The transaction involves a total consideration of $1 billion, structured as shares of the surviving corporation, with specific voting and conversion rights outlined. The merger includes comprehensive covenants for both parties and sets strict conditions for closing, including compliance with regulatory requirements and obtaining necessary approvals. Additional agreements, such as a Support Agreement from key shareholders, are also part of this strategic business consolidation, aimed at enhancing shareholder value and market position.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025030330

Filing Summary: On April 3, 2025, International Media Acquisition Corp. (IMAQ) entered into a Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company. This agreement initiates a Redomestication Merger where IMAQ will be merged with a newly formed subsidiary, International Media Mini Acquisition Corp., which will then acquire 100% of VCI Holdings, resulting in VCI becoming a wholly owned subsidiary of the new entity. The merger will be valued at $1 billion, with shares divided between Class A and Class B shares, allowing for different voting rights. The deal includes various representations, warranties, and covenants from both parties to ensure compliance and due diligence leading up to the merger. Following the merger, the surviving entity will be publicly traded in the United States. Shareholders will be asked to approve this transaction, with necessary filings to the SEC and additional steps for shareholder engagement outlined in the document. A press release related to the merger was issued on April 9, 2025, providing further details about the agreement and its implications for IMAQ and its shareholders.

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