The game is over. FC Barcelona has officially cancelled the IPO plan for its content subsidiary, with which it intended to clean up its finances, as its partner has communicated to the United States Securities and Exchange Commission (the SEC) this Friday. The Spanish club has broken the agreement signed in August 2023 with the investment firm Mountain & Co with which it intended to make the leap to the Nasdaq through a company domiciled in the Netherlands. The agreement had been renegotiated several times, but in the end there will be no operation.
“Mountain & Co. I Acquisition Corp. and FC Barcelona (“Barça”) jointly announce the termination of the Business Combination Agreement on August 11, 2023,” the investment firm has communicated to the American markets supervisor. “The decision to terminate the agreement stems from a joint decision to focus on short-term business opportunities, which are best addressed in an unlisted structure. The parties have agreed that Barça alone, without Mountain, will fully concentrate on taking advantage of such business opportunities, which are expected to substantially boost the growth of Barça Media,” he adds.
It is the final whistle for an operation that from the beginning raised numerous doubts. Mountain is a Spac, a company created expressly for an acquisition, a kind of bearer check to buy a company or merge with it and give it access to the Nasdaq, the market where it is listed. In its closing accounts for 2023, the company had assets amounting to 130 million dollars, far from the 240 million a year before. In addition, investors requested the refund of 35.8 million after the close of the year, further reducing the firm’s resources.
The operation was stuck and had been consuming one extension after another. The market itself had twice threatened to give Mountain a red card and expel her for not meeting listing requirements. The first time the warning was due to the flight of investors, and the second time the reason was that the company had failed to comply with its obligation to present the accounts.
The merger and establishment of the headquarters in the Netherlands was the route chosen by the club chaired by Joan Laporta to list its content subsidiary. Laporta renegotiated the merger agreement for the third time last April. The new agreement left Barça the power to end the operation if before the end of that month it did not obtain 40 million euros from new investors who never arrived. Almost two months after that deadline expired, the operation has been blown up. In March, the Mountain & Co I Acquisition shareholder meeting had approved an extension of the deadline for the merger with Barça Media until November 9, but there was no need to wait that long.
The merger agreement signed by Barça and the Spac gave Barça Media’s content business a valuation of 900 million euros, including what is now Barça Vision, Barça Studios and Barça eSports. There are audiovisual contents (including interviews, photographs, documentaries, fiction series, live shows, podcastsradio broadcasts…), tokens of different types (i.e. Barça cryptocurrencies that grant certain participation rights in the club or serve as means of payment), NFTs (non-fungible digital assets), avatars, content to be exploited on virtual reality platforms, augmented reality or in the metaverse… The agreement also covers content for eSports, including the organisation of tournaments and ticket sales for them, and video games for the web, consoles, computers and the metaverse. Barça Media never registered a merger prospectus with the financial figures of these businesses. Their market valuation was unknown.
Barça sold 49% of Bridgeburg Invest (Barça Studios) for €200 million in 2022, in equal parts to Socios.com and Orpheus Media, to be paid in instalments: €20 million upon signing and three payments of €60 million over the following three years. A year later, last August, Socios.com and Orpheus sold 29.5% of Bridgeburg for €120 million to two new partners: Libero and an investor advised by Nipa Capital. The failure of Libero, one of the investors who had agreed to participate in the operation, to meet its payment commitments contributed to the failure of the IPO.
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