Exhibit 99.3
MNG Airlines Announces Approximately $35 Million Dividend for Fiscal Year 2022
ISTANBUL, 23 February 2023 The board of directors of MNG Havayolları ve Taşımacılık A.Ş. (“MNGA”) has announced its intent to distribute a cash dividend of TRY 662 million (TRY 16.76 per ordinary share), or approximately $35 million ($0.89 per ordinary share) based on the exchange rate from S&P CapitalIQ as of February 17, 2023, for the fiscal year 2022 subject to the approval of its shareholders in its upcoming general assembly to holders of record of MNGA’s ordinary shares as of the general assembly date.
Assuming the previously announced proposed business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”) is consummated, and the Available Cash Condition (as defined in the business combination agreement) of $30 million is satisfied, on a pro forma basis, this dividend would equate to $0.55 per ordinary share, resulting in a 5.5% dividend yield based on an illustrative $10.00 price per share. MNGA expects to distribute a cash dividend for the fiscal year 2023 on a constant-currency basis and intends to maximize its future dividend payments, subject to applicable local accounting and regulatory requirements, including, among other things, MNGA’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, MNGA’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness MNGA or its subsidiaries incur. MNGA may also distribute advanced dividends, which would allow for dividend payments more than once per year, in accordance with the applicable law.
Sedat Özkazanç, MNGA’s Chief Executive Officer, commented, “Our ability to distribute this dividend and establish our dividend policy going forward demonstrates our confidence in our ability to continue to operate profitably.”
Important Information About the Proposed Transaction and Where to Find It
This communication relates to a proposed transaction between MNGA and Golden Falcon Acquisition Corp. (“Golden Falcon”) pursuant to a business combination agreement, dated as of December 6, 2022, by and among MNGA, Golden Falcon, Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNGA (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (the “proposed transaction”). In connection with the proposed transaction, MNGA intends to publicly file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Golden Falcon’s common stock in connection with Golden Falcon’s solicitation of proxies for the vote by its stockholders with respect to the proposed transaction and other matters as may be described in the definitive proxy statement, as well as a prospectus relating to the offer and sale of the securities of MNGA to be issued in the proposed transaction. The definitive proxy statement/prospectus will be sent to all Golden Falcon stockholders as of a record date to be established for voting on the transaction. Golden Falcon also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Golden Falcon are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Golden Falcon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Golden Falcon, MNGA and the proposed transaction.