Airspan Networks to Go Public through Merger with New Beginnings Acquisition Corp. (NBA)

March 8, 2021 6:14 AM EST

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Airspan Networks Inc. (Airspan), which provides groundbreaking, disruptive software and hardware for 5G network solutions, has entered into a definitive business combination agreement with and into New Beginnings Acquisition Corp. (NBA) (NYSE American: NBA), a special purpose acquisition company (SPAC). The combination is expected to have an enterprise value of nearly $822 million. Upon closing of the business combination, expected in the third quarter of 2021, NBA will be renamed “Airspan Networks Holdings Inc.,” a publicly listed company, which is expected to be listed on the NYSE American with the ticker symbol “MIMO.”

We believe the wireless industry is poised for rapid deployment of 5G technology. The recent success of the U.S. government’s $80 billion+ C-band spectrum auction demonstrates significant levels of investment from operators and new market entrants.

We believe Airspan’s sophisticated network equipment infrastructure allows maximum efficiency of wireless spectrum, which is an increasingly expensive and scarce resource. Network operators are also accelerating adoption of virtualization and densification, changing their reliance on proprietary hardware to a focus on software and cloud architecture. These trends are expected to provide Airspan with an opportunity to take market share from the legacy network providers and enter new high growth market segments such as Private 5G and Fixed Wireless Access, which are addressable markets in the new telecom paradigm.

“These seismic 5G industry trends play right into Airspan’s strengths,” said Eric Stonestrom, President and CEO of Airspan. “This transaction is expected to help fund our growth plans and accelerate our vision of providing our customers with leading edge 5G networks. We are at the precipice of a significant capital-intensive upgrade as 5G deployments drive the future growth of existing mobile carriers, new market entrants, and private and enterprise buildouts that we believe will transform numerous industries.”

With more than 1,000 customers in over 100 countries worldwide, we believe Airspan is at the forefront of breakthrough 5G RAN and Fixed Wireless Access solutions, with increasing convergence between fixed broadband and mobile use cases and operators. We believe Airspan is uniquely positioned in the expanded addressable market of communications equipment for operators providing high speed wireless connectivity that will dominate the TMT landscape in the decade to come.

Airspan Technology “Key Enabler” of 5G

“Dense, software-centric 5G network builds are crucial for telcos today. Airspan’s technology is a key enabler in this space, which is why SoftBank has invested in Airspan over multiple rounds,” said Michel Combes, President SoftBank Group International.

“We are delighted to partner with Airspan, a first mover in this exciting and rapidly expanding new 5G market,” said Michael Liebowitz, CEO and Director of New Beginnings Acquisition Corp. “As 5G networks are rolled out, Airspan is leading the way with its breakthrough Open RAN technology with significant potential for growth serving incumbent and emerging carriers, and also addressing new “private 5G” segments including in building 5G, Distributed Antenna System (DAS) building replacements, connected and autonomous vehicles (CAVs), automated port operations, air-to-ground in-flight connectivity, Smart Industry 4.0 factories and optimized Smart Grid driven utilities. This transaction will bring the vision of Eric and the Airspan team to fruition.”

Transaction Overview

New Beginnings Acquisition Corp., which currently holds approximately $116 million in trust, will combine with Airspan at an estimated pro forma enterprise value of nearly $822 million. Assuming no redemptions by NBA’s existing public stockholders, Airspan’s existing stockholders will hold approximately 75% of the fully diluted shares of common stock in the combined company, Airspan Networks Holdings Inc., immediately following the closing of the business combination.

The combined company expects to receive approximately $166 million in net proceeds, assuming no redemptions by NBA’s existing public stockholders, including proceeds from a $75 million PIPE transaction. Cash proceeds are expected to be used to accelerate Airspan’s 5G revenue growth, to expand its product portfolio, and for working capital to fund increasing demand.

The transaction has been unanimously approved by the board of directors of both NBA and Airspan, and is subject to the satisfaction of customary closing conditions, including the approval of both parties’ stockholders, expiration of Hart-Scott-Rodino waiting periods and the effectiveness of NBA’s registration statement with the Securities and Exchange Commission (SEC). The transaction is expected to close in the third quarter of 2021.

Investor Conference Call Information

Airspan and NBA will host a joint investor conference call to discuss the proposed transaction today at 8:00 AM EST. To access the conference call, please visit https://www.nbaspac.com, or dial 1-844-512-2921 (toll/international 1-412-317-6671) and enter passcode 1143845.

Additional information about the proposed business combination, including a copy of the investor presentation, will be provided in a Current Report on Form 8-K to be filed by NBA today with the SEC and available at www.sec.gov. The investor presentation can also be found on Airspan’s website at https://www.Airspan.com/ and New Beginning’s website at https://www.nbaspac.com.

Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Airspan and Dorsey & Whitney LLP is acting as Airspan’s legal counsel. J.P. Morgan Securities LLC is acting as sole placement agent to New Beginnings Acquisition Corp. on the PIPE. Jefferies LLC is acting as capital markets advisor to Airspan. Ladenburg Thalmann & Co. Inc. is acting as capital markets advisor to New Beginnings Acquisition Corp. Mayer Brown is serving as J.P. Morgan Securities LLC’s legal counsel. Greenberg Traurig, P.A. is acting as New Beginnings Acquisition Corp.’s legal counsel.

About Airspan

Airspan is a US-based 5G end-to-end, Open RAN hardware and software provider with a product portfolio spanning 150 patents granted and 94 patents pending. The company is headquartered in Boca Raton, Florida and has global offices in London, Tel Aviv, Mumbai, and Tokyo.

For more information, visit www.airspan.com. 

About New Beginnings Acquisition Corp.

New Beginnings Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. New Beginnings Acquisition Corp. business strategy is to identify and complete its initial business combination with a company that can benefit from (i) the managerial and operational experience of its management team (ii) additional capital and (iii) access to public securities markets.



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