Transaction includes a fully committed PIPE of
$140 mm anchored by top-tier investors
AvePoint co-founder and current CEO Tianyi (TJ)
Jiang to lead the combined company
AvePoint, Inc. (“AvePoint” or the “Company”),
the largest data management solutions provider for the Microsoft
cloud, announced today that it has entered into a definitive
business combination agreement with Apex Technology Acquisition
Corporation (NASDAQ: APXT), a publicly traded special purpose
acquisition company (“Apex”).
Upon closing the transaction, it is expected that the combined
company will be named AvePoint and will remain a publicly traded
company listed on the Nasdaq Stock Market under a new ticker
symbol, “AVPT.” The combined company will be led by Dr. Tianyi
Jiang, AvePoint’s co-founder and CEO, and AvePoint co-founder Kai
Gong will serve as Executive Chairman.
Company Overview
AvePoint is a leading global Microsoft strategic cloud partner,
with solutions that drive large and mid-market customers’ digital
transformation journey in the Microsoft cloud.
From its origin of two coders in a Somerset, New Jersey library,
AvePoint has grown to serve the largest software-as-a-service
(“SaaS”) userbase in the Microsoft 365 ecosystem with more than 7
million cloud users as of September 30, 2020 and an estimated
addressable market of $33 billion by 2022 according to IDC.
The Company sells directly to large and mid-market enterprises,
and its solutions are also available to managed services providers
on more than 100 cloud marketplaces globally.
AvePoint expects to generate approximately $148 million in total
revenue for the year ending December 31, 2020, which would be an
increase of approximately 26% over 2019 revenue.
Over its nearly 20 year history, AvePoint has been first to
market with many digital collaboration technologies, such as
SharePoint migration, automated Microsoft Teams management, and the
ability to migrate Microsoft Teams/Slack chats into the target
channel.
The Company launched another first-to-market product during
COVID-19--a SaaS solution to provide sensitivity-based security
insights and automated policy enforcement to prevent risky
oversharing in Microsoft 365. More than half of AvePoint’s
workforce are technologists, including the majority of the senior
leadership team.
“AvePoint provides critical data management solutions that
enable organizations to make their digital collaboration systems
more productive, secure and compliant. The impact of COVID-19 and
the growth of Microsoft’s cloud solutions, including Microsoft 365
and Microsoft Teams, have accelerated demand for our products. And
we were growing prior to COVID-19 as well. We have achieved eight
quarters of impressive growth. We have positive free cash flow and
are in line with the key ‘Rule of 40’ SaaS industry growth metric,”
said Dr. Jiang. “Going public now gives us the ability to meet this
demand and scale up faster across product innovation, channel
marketing, international markets, and customer success
initiatives.”
Apex is led by former Oracle CFO Jeff Epstein and former Goldman
Sachs Head of Technology Investment Banking Brad Koenig. Their
combined experience includes more than 100 technology IPOs and
mergers involving companies such as Microsoft, Oracle and
Twilio.
Mr. Epstein will join AvePoint’s Board of Directors as a
director and Mr. Koenig will join AvePoint’s Board of Directors as
an observer.
“We are thrilled to partner with AvePoint to help thousands of
customers protect and manage their Microsoft cloud investments;
Microsoft cloud is sweeping through the world’s enterprises.
AvePoint is well-positioned to take advantage of this,” said Mr.
Epstein. “Of over 200 public cloud companies, AvePoint is one of
only five with 2020 estimated revenue in the $150 million range,
2020 estimated year-over-year growth above 25%, and 2020 estimated
EBIT Margin over 10%.”
Microsoft has seen its share of the productivity and
collaboration market expand to 28% according to a 2020 IDC report.
AvePoint is a five-time Global Microsoft Partner of the Year and
boasts one of the largest Microsoft 365 development teams outside
of Microsoft itself.
“AvePoint has partnered with Microsoft closely for nearly two
decades in helping organizations maximize their Microsoft
investments,” said Gavriella Schuster, Corporate Vice President,
One Commercial Partner, Microsoft. “AvePoint’s merger to become a
public company demonstrates the power of Microsoft’s channel and
the opportunity it provides our partners to flourish
long-term.”
Transaction Overview
The transaction has been approved by the Board of Directors of
Apex, as well as the Board of Directors of AvePoint, and is subject
to the satisfaction of customary closing conditions, including the
approval of the shareholders of Apex and AvePoint and the receipt
of any required regulatory approvals.
In addition to the approximately $352 million held in Apex’s
trust account as of September 30, 2020, assuming no redemptions by
Apex’s public stockholders, the combined company will benefit from
$140 million in proceeds from a group of institutional investors
participating in the transaction through a committed private
investment (“PIPE”).
The transaction, valuing the combined company at an equity value
of approximately $2 billion on a pro forma basis after giving
effect to the PIPE and assuming minimal Apex stockholder
redemptions, is expected to close in the first quarter of 2021.
Upon completion of the proposed transaction, existing AvePoint
shareholders are expected to own approximately 72% of the combined
company, which is expected to have approximately $252 million of
cash on the balance sheet assuming no redemptions by Apex’s public
stockholders.
Sixth Street, the global investment firm which led a $200
million growth equity investment in AvePoint in 2019, will continue
as a shareholder in the combined company.
Additional information about the proposed transaction, including
a copy of the merger agreement, will be provided in a Current
Report on Form 8-K and in Apex’s registration statement on Form
S-4, which will include a document that serves as a prospectus and
proxy statement of Apex, referred to as a proxy
statement/prospectus, each of which will be filed by Apex with the
Securities and Exchange Commission ("SEC") and available at
www.sec.gov.
Advisors
Evercore Group L.L.C. (“Evercore”) is acting as financial
advisor to AvePoint. Citigroup Global Markets Inc. (“Citi”),
Goldman Sachs & Co. LLC (“Goldman Sachs”), Evercore and Cowen
Inc. are acting as capital markets advisors to AvePoint. William
Blair & Company is acting as a financial advisor to Apex.
Cantor Fitzgerald, L.P. is acting as a capital market advisor to
Apex. Goldman Sachs, Citi and Evercore are acting as private
placement agents to Apex. Cooley LLP is acting as legal counsel to
AvePoint. Latham & Watkins LLP is acting as legal counsel to
Apex. Goodwin Procter LLP is acting as legal counsel to the private
placement agents.
Conference Call Information
AvePoint and Apex will host a joint investor conference call to
discuss the transaction and review an investor presentation on
November 23 at 12:30 pm ET. Register to attend:
https://avept.it/liveqa
To listen to the prepared remarks via audio webcast, go to
https://avept.it/invest
About AvePoint
AvePoint enables you to collaborate with confidence. Our data
management solutions help our diverse, global customer base
overcome complex transformation, governance, and compliance
challenges in the Microsoft cloud. A five-time winner of the Global
Microsoft Partner of the Year award, AvePoint offers the only full
suite of SaaS solutions to migrate, manage and protect data in
Microsoft 365. More than 7 million cloud users, including a quarter
of the Fortune 500, rely on our solutions. Our SaaS solutions are
also available to managed service providers, so they can better
support and manage their small and mid-sized business customers.
Our multi-tenant solutions are available from over a dozen
distributors in more than 100 cloud marketplaces worldwide. Founded
in 2001, AvePoint is headquartered in Jersey City, New Jersey. For
more information, visit https://www.avepoint.com.
About Apex Technology Acquisition Corp.
Apex is a special purpose acquisition corporation led by co-CEOs
Jeff Epstein, the former CFO of Oracle, and Brad Koenig, the former
head of Goldman Sachs’ global technology investment banking team.
For more information about Apex, visit
https://apexacquisitioncorp.com/.
Non-GAAP Financial Measures
EBIT Margin is a non-GAAP measure. AvePoint believes this
measure provides useful information to management and investors
regarding AvePoint’s business and results of operations. Because
EBIT Margin is a non-GAAP measure, however, it should not be
considered as an alternative to, or more meaningful than, net
income (loss) as a measure of operating performance or to cash
flows from operating, investing or financing activities or as a
measure of liquidity. We urge you to review AvePoint’s audited
financial statements that will be filed with the SEC in Apex’s
registration statement on Form S-4.
The guidance provided above is only an estimate. The Company is
not readily able to provide a reconciliation of projected EBIT
Margin to projected net income without unreasonable effort. Actual
results will vary from the guidance and the variations may be
material. The Company undertakes no intent or obligation to
publicly update or revise any of these projections, whether as a
result of new information, future events or otherwise, except as
required by law.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between AvePoint and Apex, including
statements regarding the anticipated benefits of the transaction,
the anticipated timing of the transaction, future financial
condition and performance of AvePoint and expected financial
impacts of the transaction (including future revenue, pro forma
enterprise value and cash balance), the satisfaction of closing
conditions to the transaction, the PIPE transaction, the level of
redemptions of Apex’s public shareholders and the products and
markets and expected future performance and market opportunities of
AvePoint. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Apex's securities, (ii) the risk that the transaction may not be
completed by Apex's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by Apex, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the approval of the
merger agreement by the shareholders of Apex, the satisfaction of
the minimum trust account amount following any redemptions by
Apex's public shareholders and the receipt of certain governmental
and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction,
(v) the inability to complete the PIPE transaction, (vi) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, (vii) the
effect of the announcement or pendency of the transaction on
AvePoint's business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts
current plans and operations of AvePoint, (ix) the outcome of any
legal proceedings that may be instituted against AvePoint or
against Apex related to the merger agreement or the proposed
transaction, (x) the ability to maintain the listing of Apex's
securities on a national securities exchange, (xi) changes in the
competitive and regulated industries in which AvePoint operates,
variations in operating performance across competitors, changes in
laws and regulations affecting AvePoint's business and changes in
the combined capital structure, (xii) the ability to implement
business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize
additional opportunities, (xiii) the risk of downturns in the
market and the technology industry, and (xiv) costs related to the
transaction and the failure to realize anticipated benefits of the
transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
shareholder redemptions. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of the registration statement on Form S-4 above and
discussed below and other documents filed by Apex from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and AvePoint and Apex assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither AvePoint nor Apex gives any
assurance that either AvePoint or Apex, or the combined Company,
will achieve its expectations.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination discussed herein. This
communication also shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of the Securities
Act, or an exemption therefrom.
Important Information for Investors and Stockholders
This press release relates to a proposed transaction between
AvePoint and Apex. In connection with the proposed transaction,
Apex intends to file a registration statement on Form S-4 with the
SEC, which will also include a document that serves as a prospectus
and proxy statement of Apex, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all Apex shareholders. Apex will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of Apex are urged to read
the registration statement, the proxy statement/prospectus 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 the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Apex through the website maintained
by the SEC at www.sec.gov. The information contained on, or that
may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
Participants in the Solicitation
Apex and its directors and officers may be deemed participants
in the solicitation of proxies of Apex’s stockholders in connection
with the proposed transaction. Apex’s stockholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of Apex in its
Annual Report on Form 10-K for the year ended December 31, 2019,
which has been filed with the SEC. Additional information will be
available in the definitive proxy statement/prospectus when it
becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20201123005590/en/
Michael Segner (703) 214-0522, Michael.segner@avepoint.com
Savior Kim (214) 934-4016, savior.kim@zenogroup.com
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