• World Media and Entertainment Universal Inc. ("WME") is a global media and entertainment company covering high fashion, arts, lifestyle, cultural, entertainment and luxury hospitality.
• WME's diverse portfolio includes L'Officiel, one of the oldest and iconic fashion magazines in the world, The Art Newspaper, one of the top publications of the art industry internationally and a leading source of information in the art world, and a global portfolio of premium hotels properties.
• Black Spade Acquisition II Co ("BSII") and WME are combining at a transaction equity value of approximately US$488 million.
• Existing shareholders of WME, including AMTD Digital Inc. and AMTD IDEA Group, are expected to retain their interests in WME, and AMTD Digital Inc., AMTD IDEA Group and AMTD Group Inc. have committed to a 3-year lock-up of their interests without disposal, underlining their continued confidence in WME's strategy and outlook.
• Non-redeeming public shareholders of BSII will be eligible to receive US$1.25 per share from the combined company in a post-transaction payment.

World Media and Entertainment Universal Inc. ("WME" or the "Company"), a global media and entertainment company, and Black Spade Acquisition II Co (NASDAQ:BSII, "BSII"))) announced today that they have entered into a business combination agreement. Upon the completion of the transactions contemplated by the business combination agreement, the combined company will retain its name "World Media and Entertainment Universal Inc." and its headquarters in Paris, and its ordinary shares will be listed on a U.S. stock exchange.

The business combination values WME at an equity value of approximately US$488 million, not including cash from BSII's approximately US$153 million of cash in trust (assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted).

The transaction is expected to close in mid-2025, subject to regulatory and shareholder approvals, and other customary closing conditions. After the transaction, assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted, existing shareholders of WME will hold over 70% of the combined company.