TNL Mediagene, a leading Asian digital-media company, and Blue Ocean Acquisition Corp (Nasdaq: BOCN), a special purpose acquisition company, today announced a definitive agreement for a business combination that is expected to result in TNL Mediagene becoming a publicly traded company in the United States.
The combined company will build TNL Mediagene’s presence in Japan, Taiwan and Southeast Asia, delivering high-quality, politically neutral content on news, business, technology, science, sports, food and lifestyles. It will expand its brand portfolio of millennial- and Gen Z-targeted Chinese, Japanese and English digital products and widen the reach of its AI-driven analytics, advertising and marketing technology products.
“We are perfectly positioned to serve younger audiences in the world’s most dynamic region with products that are built just for them,” Joey Chung, the company’s chief executive and co-founder said. “We are independent of existing media groups, determined to preserve our independence and focused on using technology to deliver the right content to our audiences and customers at the right time in the format that they want it.”
TNL Mediagene was formed in May 2023 by the merger of Taipei-based The News Lens Co. (TNL), which through rapid growth and strategic acquisitions over the last decade has become a leading independent, pan-Asian digital-media group, and Tokyo-based Mediagene Inc. (MG), Japan’s leading digital media company, which was founded 25 years ago and today includes a number of original and licensed Japanese-language brands, including Business Insider Japan, GIZMODO JAPAN, Lifehacker Japan, DIGIDAY JAPAN, ROOMIE and MASHING UP. Combined, measured by Google Analytics, the group’s brands reach an average of more than 50 million users each month.
“By combining forces, TNL and Mediagene have created a first-class, pan-Asian digital-media group,” Mediagene CEO and founder Motoko Imada said. “By becoming a public company in the U.S., we would also like to continue to grow with the support of international investors, with the goal of becoming a media company that connects the world by providing reliable information about Asia, including Japan, to the rest of the world.”
Richard Leggett, Blue Ocean’s chief executive, said: “This transaction brings together the dramatic growth stories already written by TNL and Mediagene, offering best-in class regional content with powerful AI-powered MarTech and AdTech that positions the group to succeed in one of the world’s fastest growing regions.”
Blue Ocean itself was founded and is run by investors with deep media, operating, investing and international experience and is backed in part by North Base Media, a global media-focused venture-capital firm.
Transaction Details
Pursuant to the business combination agreement for the transaction, Blue Ocean will merge with a wholly owned subsidiary of TNL Mediagene with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene (the “Merger”), and TNL Mediagene becoming a publicly listed company on the NASDAQ. As a result of the Merger, outstanding shares and warrants of Blue Ocean will be canceled and converted into the right to receive equivalent shares and warrants of TNL Mediagene. The transaction gives TNL Mediagene a pre-money enterprise value of approximately $275 million.
In connection with the Merger, Blue Ocean Sponsor LLC, a Cayman Islands limited liability company and certain insiders and other shareholders holding Class B common shares in Blue Ocean have agreed to defer receipt of the shares of TNL Mediagene that they will receive pursuant to the Merger for up to 36 months.
The Boards of Directors of TNL Mediagene and Blue Ocean, respectively, have approved the transaction. The transaction will require approval of the shareholders of Blue Ocean and TNL Mediagene and is subject to customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2024.
Advisors
Sidley Austin LLP and Lee and Li are serving as legal advisor and Needham & Company, LLC is serving as financial and capital markets advisor to Blue Ocean. Morrison & Foerster LLP is serving as legal advisor to TNL Mediagene.
About TNL Mediagene
TNL Mediagene, a Cayman Islands-registered company, is the product of the May 2023 merger of Taiwan’s The News Lens Co. and Japan’s Mediagene Inc., two leading, independent digital-media groups. Its business includes original and licensed media brands in Chinese, Japanese and English, across a range of subjects, including news, business, technology, science, food, sports and lifestyle; AI-powered advertising and marketing technology platforms in demand by agencies; and e-commerce and creative solutions. It takes pride in its political neutrality, its reach with younger audiences, and its quality. The company has 550 employees across Asia, with offices in Japan, Taiwan and Hong Kong.
About Blue Ocean Acquisition Corp.
Blue Ocean Acquisition Corp, a Cayman Islands exempted company, is a Nasdaq-listed special-purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business or entities. It was founded by an affiliate of North Base Media (NBM), a global venture-capital firm focused on media. NBM is a small, minority shareholder of TNL Mediagene and the TNL Mediagene merger was agreed only after a special independent committee of the Blue Ocean board of directors commissioned and received an independent fairness opinion.
Blue Ocean’s chairman, Marcus Brauchli, was the former executive editor of The Washington Post and former managing editor of The Wall Street Journal, and its chief executive, Richard Leggett, was a senior executive at FiscalNote and chief executive of FrontierView, a business intelligence platform. Matt Lasov, a former director of strategy at Slalom and global head of advisory and analytics at Frontier Strategy Group, is Blue Ocean’s chief financial officer. Among Blue Ocean’s directors and advisors are former senior executives at Bloomberg, Reuters, Dow Jones, NBC-Universal and the Trade Desk.
Management Team
Joey Chung, TNL Mediagene’s CEO, co-founded The News Lens Co. with Chief Content Officer Mario Yang in 2013 as a disruptive, politically independent digital-news platform. In the following decade, he and Mr. Yang expanded the business to include video, social-media and events businesses; by acquiring companies that covered sports, technology, lifestyles and food; and through astute hiring of digitally minded editorial and commercial talent. Mr. Chung is a graduate of National Taiwan University and Harvard Business School. Mr. Yang is a graduate of National Tsing Hua University. Motoko Imada, Mediagene’s CEO and Founder, was an early pioneer in bringing digital media to Japan when she founded Mediagene Inc. 25 years ago in Tokyo with co-founder Hiroto Kobayashi. Over the years, Mediagene has successfully become the leading digital media platform in Japan having grown audiences by licensing and operating Japanese-language sites of well-known international media brands.
