MNG Airlines, a Global Logistics Provider and e-Commerce Enabler, Signs Agreement to Go Public on the New York Stock Exchange Through a Business Combination with Golden Falcon Acquisition Corp.
Summary
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 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.” • A Global Logistics Provider and E-Commerce Enabler • 25 years of operating experience with flights to 41 countries on 4 continents • Sector Tailwinds Due to Increasing Demand Combined with Supply-Side Constraints • E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity • Global air freight has historically grown at more than 3x global GDP growth (1973-2019)2 • Express air cargo market is forecasted to grow at 5% per year, 1.8x the rate of general cargo (2019-2041)3 • Established Track Record, with Close Partnerships and Longstanding Ongoing Contracts • 20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across Europe, the U.S. and Asia • Strategically Based in One of the Largest and Fastest-Growing Air Cargo Markets Globally • Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of 23% from 2009 to 2019 (vs. 2% worldwide)4 • Multiple Potential Growth Levers including E-Commerce Integration, Expanded Network and Increasing Penetration in Key Markets Through Vertical Integration • MNGA e-Commerce revenue grew to $82 million in the last twelve months ended 30 September 2022, from zero in 2020 • Ability to expand warehouse operations in key destinations such as the EU and the U.S. • Barriers to Entry Driven by Slots Guaranteed at Some of the Most Desirable Airports Globally • Including in the U.S., China, Germany, United Kingdom, France, the Netherlands, Spain, and Israel • Operational Excellence Evidenced by Multiple Awards from Airbus and Governmental Agencies • Consistent outperformance of global benchmarks for dispatch reliability every year over the past decade for both A300s and A330s • Approved supplier to leading authorities such as the U.N., NATO, and U.S. military and non-military organizations, accredited by IATA (International Air Transport Association) and ISO (International Organization for Standards), and multiple awards from Airbus over the past two decades • Executive Team with 185+ Years’ Experience, Including 70+ Years with MNGA and 35+ Years with MAPA Group, the Long-Term Single Shareholder For the three months ended 30 September 2022, the Company’s revenue grew by 47% year-on-year to $90 million, net income of $26 million and Adjusted EBITDA5 of $27 million (30% margin). Prior to executing the Business Combination Agreement with MNGA, the Golden Falcon team conducted extensive due diligence throughout the course of 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. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Golden Falcon and its management, and MNGA and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Golden Falcon’s securities; Golden Falcon’s potential failure to obtain an extension of the deadline for the proposed transaction; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the business combination agreement by the stockholders of Golden Falcon; failure to satisfy the minimum cash amount following redemptions by Golden Falcon’s public stockholders in connection with the stockholder vote to extend the business combination deadline and the stockholder vote to approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; costs related to the proposed transaction; actual or potential conflicts of interest of Golden Falcon’s management with its public stockholders; the effect of the announcement or pendency of the proposed transaction on MNGA’s business relationships, performance, and business generally; risks that the proposed transaction disrupts current plans of MNGA and potential difficulties in MNGA’s employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against MNGA or against Golden Falcon related to the merger agreement or the proposed transaction; failure to realize the anticipated benefits of the proposed transaction; the inability to meet and maintain the listing of Golden Falcon’s securities (or the securities of MNGA) on the NYSE; the risk that the price of Golden Falcon’s or MNGA’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting MNGA’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; the risk that MNGA will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions that could impact MNGA and the air cargo business in general; factors that affect air cargo companies generally; changes in, and MNGA’s ability to comply with, laws and government regulations, particularly, the civil aviation regulatory framework; competition in the air cargo industry; reduction in demand for MNGA’s cargo or charter operations, including as a result of reductions in global trade growth or e-commerce activity, government reduction or limitation of operating capacity; risks associated with MNGA doing business in emerging markets; conflict and uncertainty in neighbouring countries; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Golden Falcon’s Annual Report on Form 10-K which was filed by Golden Falcon on March 31, 2022 (the “2021 Form 10-K”) and subsequently filed Quarterly Reports on Form 10-Q, as such factors may be updated from time to time in Golden Falcon’s filings with the SEC, the Form F-4 and the proxy statement/prospectus contained therein.