€250,000,000 25,000,000 Units, each consisting of one Market Share and one Market Warrant Mediawan (the “Company”) is a special purpose acquisition company incorporated on 15 December 2015, under the laws of France as a limited liability company with a Management board and a Supervisory board (société anonyme à Directoire et Conseil de surveillance) that was recently formed for the purpose of acquiring one or more companies or operating businesses with principal business operations in Europe through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (a “Business Combination”). The Company was formed by Messrs. Xavier Niel, Matthieu Pigasse and Pierre-Antoine Capton, each acting through and on behalf of their controlled affiliated entities named respectively NJJ Presse, Les Nouvelles Editions Indépendantes and GROUPE TROISIEME ŒIL (together the “Founders”). The Company intends to focus on the completion of an initial Business Combination with one or several target businesses and/or companies with principal operations in the traditional and digital media content and entertainment industries in Europe (the “Initial Business Combination”). The Company will have twenty-four (24) months from the Listing Date (as defined below) to complete the Initial Business Combination (the “Initial Business Combination Deadline”). If the Company fails to do so, it will liquidate and distribute the net proceeds of the Offering (as defined below), plus certain interest and less certain costs, to (i) the shareholders owning Market Shares (as defined below) (the “Market Shareholders”) and (ii) the Founders for their Founders’ Shares (as defined below), as described in this prospectus (the “Prospectus”). The Initial Business Combination will require approval by a majority of two-third (2/3) of the valid votes cast at a special meeting (assemblée spéciale) of the Market Shareholders (the “Required Majority”). If the Initial Business Combination is approved by the Required Majority and completed, the Company shall then redeem, no later than the thirtieth (30th) calendar day after completion of the Initial Business Combination, all the Market Shares held by the Market Shareholders who voted against the Initial Business Combination at such special meeting (the “Dissenting Market Shareholders”), subject to certain conditions being met. The Company is initially offering up to 25,000,000 of its class B shares (the “Market Shares”) and up to 25,000,000 of its class B warrants (the “Market Warrants”). The Market Shares and the Market Warrants are being offered only in the form of units (actions de préférence stipulées rachetables assorties de bons de souscription d’actions ordinaires de la Société rachetables) of one (1) Market Share and one (1) Market Warrant (the “Units”) at a per Unit price of €10 (the “Offering”). Each Market Share is a class B redeemable preferred share of the Company having a nominal value of €0.01 and convertible into one (1) ordinary share of the Company having a nominal value of €0.01 (an “Ordinary Share”) upon completion of the Initial Business Combination. Two (2) Market Warrants entitle their holder to subscribe for one (1) Ordinary Share after completion of the Initial Business Combination, for an overall exercise price of €11.50 per new Ordinary Share, subject to adjustment as described in this Prospectus. The Market Warrants will become exercisable as from the date of completion of the Initial Business Combination. The Market Warrants will expire at the close of trading on Euronext Paris on the first (1st) business day after the fifth (5th) anniversary of the date of completion of the Initial Business Combination, or earlier in the event of redemption or liquidation. The Company may redeem the Market Warrants in whole but not in part, upon at least 30 days’ notice at a redemption price of €0.01 per Market Warrant if the last trading price of the Ordinary Shares equals or exceeds €18 per Ordinary Share for any period of 20 trading days within a 30 consecutive trading day period ending three (3) business days before the Company sends a redemption notice. Holders of the Market Warrants may exercise them after such redemption notice is given. Although they are offered in the form of Units, the Market Shares and the Market Warrants underlying the Units will detach and trade separately on two listing lines as from the date of settlement-delivery (réglement-livraison) of the Market Shares and the Market Warrants underlying the Units (the “Listing Date”), which is expected to be on 22 April 2016. The Units themselves will not trade. As of the date of this Prospectus, the Founders hold all the 5,686,500 ordinary shares issued by the Company, which have a nominal value of €0.01 and were issued for an aggregate price of €56,865. The Founders will purchase a total of 594,315 units (actions ordinaires assorties de bons de souscription d’actions ordinaires de la Société rachetables) (the “Founders’ Units”) at a price of €10 per Founders’ Unit (€5,943,150 in the aggregate), each Founders’ Unit consisting of one (1) fully paid ordinary share with a nominal value of €0.01 and one (1) class A warrant (a “Founders’ Warrant”) in a reserved issuance that will occur simultaneously with the completion of the Offering. In addition, if the Extension Clause (as defined below) is exercised, the Founders will subscribe up to (i) 117,186 additional Founders’ Units at a price of €10 per Founders’ Unit and (ii) 1,132,794 additional ordinary shares at a price of €0.01 per ordinary share, such that immediately after the Offering, the Founders hold in the aggregate, as a result of the above-mentioned transactions, a number of ordinary shares representing 20% (and not more than 20%) of the capital and of the voting rights of the Company. On the Listing Date, each of the ordinary shares indirectly held by the Founders, including the ordinary shares underlying the Founders’ Units, will be converted into one (1) Founders’ Share (as defined below). Each “Founders’ Share” is a class A share of the Company with a nominal value of €0.01, convertible into one (1) Ordinary Share of the Company upon completion of the Initial Business Combination. Until their conversion into Ordinary Shares, the Founders’ Shares will not be listed. The Founders’ Warrants will have substantially the same terms as the Market Warrants, except they will not be redeemable (save in limited cases) and will not be listed. Each of the Founders will be bound by a lock-up undertaking vis-à-vis the Company and the Joint Bookrunners (as defined below) with respect to the Founders’ Shares, the Ordinary Shares issued upon conversion of the Founders’ Shares, the Founders’ Warrants and the Ordinary Shares issued upon exercise of the Founders’ Warrants. Founders’ Shares and Founders’ Warrants will not be transferrable prior to the completion of the Initial Business Combination, except in limited cases. After such completion, one-third (1/3) of the outstanding Founders’ Warrants subject to the lock-up undertaking and one-third (1/3) of the outstanding Ordinary Shares resulting from the conversion of the Founders’ Shares upon completion of the Initial Business Combination and/or from the exercise of the Founders’ Warrants will be released after the trading day on which the daily average price of the Ordinary Shares for any 20 trading days out of a 30 consecutive trading day period (whereby such 20 trading days do not have to be consecutive) equals or exceeds €12. One third (1/3) of the outstanding Ordinary Shares and of the outstanding Founders’ Warrants subject to the lock-up undertaking will be released if and when the daily average price of the Ordinary Shares for any 20 trading days out of a 30 consecutive trading day period commencing on or after the first (1st) anniversary of the date of completion of the Initial Business Combination (whereby such 20 trading days do not have to be consecutive) equals or exceeds €13. Finally, all outstanding Ordinary Shares and Founders’ Warrants subject to the lock-up undertaking not otherwise released will be released upon the third (3rd) anniversary of the date of completion of the Initial Business Combination. The Company will transfer substantially all of (i) the net proceeds from this Offering, (ii) the proceeds of the reserved issuance of the Founders’ Units (including the additional Founders’ Units issued in case of exercise of the Extension Clause (as defined below)), (iii) the proceeds from the issuance to the Founders of additional ordinary shares in case of exercise of the Extension Clause (as defined below) and (iv) an amount corresponding to certain deferred underwriting commissions, less an initial working capital allowance, into a secured deposit account opened by the Company with Société Générale (the “Secured Deposit Account”). Funds deposited in the Secured Deposit Account, except for net interest proceeds, if any, as well as interest income earned on the Secured Deposit Account balance to pay any income taxes on such interest, if any, and fees and expenses related to the Secured Deposit Account, may only be used in connection with the completion of the Initial Business Combination and the redemption of the Market Shares held by Dissenting Market Shareholders. If the Company does not complete an Initial Business Combination by the Initial Business Combination Deadline, the outstanding amounts in the Secured Deposit Account will, after satisfaction of creditors’ claims and settlement of the Company’s liabilities, be distributed to the holders of the Market Shares and to the Founders for their Founders’ Shares. The Company may elect, in its sole discretion after consulting with the Joint Bookrunners (as defined below), to increase the size of this Offering up to approximately €300,000,000 (corresponding to a maximum of approximately 30,000,000 Units) on the date of pricing of the Offering (the “Extension Clause”).