Cellebrite DI Ltd. (Nasdaq: CLBT) (“
Cellebrite,”
the “
Company” or “
we”), a global
leader in premier Digital Investigative solutions for the public
and private sectors, announced today the “Redemption Fair Market
Value” in connection with its previously announced redemption of
its warrants (the “
Warrants”) to purchase ordinary
shares of the Company (the “
Ordinary Shares”).
On August 15, 2024, the Company announced that
it will redeem all of its Warrants that remain outstanding at 5:00
p.m. New York City time on September 16, 2024 (the
“Redemption Date”) for a redemption price of $0.10
per Warrant. Warrant holders may elect to exercise their Warrants
for cash or on a “cashless basis” before 5:00 p.m. New York City
time on the Redemption Date, subject to the terms of the Company’s
previously issued notice of redemption (as revised, the
“Notice of Redemption”). The “Redemption Fair
Market Value” announced today is used to determine the number of
Ordinary Shares that will be issued to Warrant holders who exercise
their warrants on a “cashless basis” (a “Make-Whole
Exercise”). Based on the Redemption Fair Market Value,
Warrant holders who exercise their Warrants by surrendering them
pursuant to a Make-Whole Exercise prior to the Redemption Date will
receive 0.342 Ordinary Shares per Warrant.
The Warrants include (i) the outstanding public
warrants to purchase Ordinary Shares (the “Public
Warrants”) issued pursuant to that certain Assignment,
Assumption and Amended and Restated Warrant Agreement, dated on
August 30, 2021 (the “Warrant Agreement”), between
the Company and Equiniti Trust Company, LLC (as successor to
American Stock Transfer & Trust Company, LLC)
(“Equiniti”), which were originally issued by TWC
Tech Holdings II Corp. (“TWC”) in connection with
its initial public offering and subsequently assumed by the Company
and converted into warrants to purchase Ordinary Shares of the
Company as a result of the Company’s business combination with TWC
which was consummated on August 30, 2021 (the “Business
Combination”), for a redemption price of $0.10 per Public
Warrant (the “Redemption Price”) and (ii) the
outstanding private placement warrants to purchase Ordinary Shares
(the “Private Placement Warrants” and, together
with the Public Warrants, the “Warrants”)
originally issued by TWC in a private placement transaction under
the Private Placement Warrants Purchase Agreement, dated as of
September 10, 2020, by and between TWC and TWC Tech Holdings II,
LLC, and converted into warrants to purchase Ordinary Shares of the
Company as a result of the Business Combination, on the same terms
as the outstanding Public Warrants.
Today, at the direction of the Company, the
information agent, D.F. King & Co., Inc. (the
“Information Agent”), and the warrant agent,
Equiniti (the “Warrant Agent”), have delivered a
notice (the “Notice of Redemption Fair Market
Value”) to each of the registered holders of the
outstanding Warrants, informing them that: (i) the Redemption Fair
Market Value is $16.72, and (ii) as a result, holders of Warrants
who exercise their Warrants on a “cashless basis” will receive
0.342 Ordinary Shares per Warrant.
Prior to 5:00 p.m. New York City time on the
Redemption Date, Warrantholders may elect to: (1) exercise their
Warrants for cash, at an exercise price of $11.50 per Ordinary
Share, or (2) surrender their Warrants on a “cashless basis”
pursuant to a Make-Whole Exercise, in which case the surrendering
holder will receive 0.342 Ordinary Shares per Warrant. For
additional information, including information on how holders may
exercise their Warrants, please refer to the Notice of
Redemption.
The Company has obtained a ruling (the
“Ruling”) from the Israeli Tax Authorities, as
further described in the Notice of Redemption, that exempts the
Company from the potential obligation to withhold tax upon the
issuance of Ordinary Shares to holders (“Qualified
Holders”) of the Public Warrants who effect a Make-Whole
Exercise and meet the requirements of the Ruling. Warrantholders
who exercise for cash and Warrantholders who are not Qualified
Holders will be subject to Israeli withholding tax
requirements.
Any Warrants that remain unexercised at
5:00 p.m. New York City time on the Redemption Date will be void
and no longer exercisable, and the holders of those Warrants will
be entitled to receive only the Redemption Price, net of any
applicable tax withholding, or as otherwise described in the Notice
of Redemption.
The Ordinary Shares and the Public Warrants are
listed on the Nasdaq Global Select Market
(“Nasdaq”) under the symbols “CLBT” and “CLBTW,”
respectively. We understand from Nasdaq that September 13, 2024,
the trading day prior to the Redemption Date, will be the last day
on which the Public Warrants will be traded on Nasdaq.
None of the Company, its board of directors or
employees has made or is making any representation or
recommendation to any holder of the Warrants as to whether to
exercise or refrain from exercising any Warrants.
This press release does not and will not
constitute an offer to sell, or the solicitation of an offer to
buy, the Warrants, the Ordinary Shares, or any other securities,
nor will there be any sale of the Warrants, the Ordinary Shares or
any such other securities, in any state or other jurisdiction in
which such offer, sale or solicitation would be unlawful.
Additional information regarding this
announcement may be found in a Form 6-K that will be filed with the
U.S. Securities and Exchange Commission.
Any questions you may have about redemption and
exercising your Warrants may be directed to the Company’s
Information Agent at:
D.F. King & Co., Inc.48 Wall StreetNew York,
NY 10005Banks and Brokerage Firms, Please Call: (212)
269-5550Stockholders and All Others Call Toll-Free: (800)
431-9643Email: CLBTW@dfking.com
About Cellebrite
Cellebrite’s (Nasdaq: CLBT) mission is to enable
its customers to protect and save lives, accelerate justice, and
preserve privacy in communities around the world. We are a global
leader in Digital Investigative solutions for the public and
private sectors, empowering organizations in mastering the
complexities of legally sanctioned digital investigations by
streamlining intelligence processes. Trusted by thousands of
leading agencies and companies worldwide, Cellebrite’s Digital
Investigative platform and solutions transform how customers
collect, review, analyze and manage data in legally sanctioned
investigations. To learn more visit us at
www.cellebrite.com, https://investors.cellebrite.com, or
follow us on X at @Cellebrite.
References to Websites and Social Media
Platforms
References to information included on, or
accessible through, websites and social media platforms do not
constitute incorporation by reference of the information contained
at or available through such websites or social media platforms,
and you should not consider such information to be part of this
press release.
Caution Regarding Forward Looking
Statements
This document includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward looking statements may be identified by the use of words
such as “forecast,” “intend,” “seek,” “target,” “anticipate,”
“will,” “appear,” “approximate,” “foresee,” “might,” “possible,”
“potential,” “believe,” “could,” “predict,” “should,” “could,”
“continue,” “expect,” “estimate,” “may,” “plan,” “outlook,”
“future” and “project” and other similar expressions that predict,
project or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements
include, but are not limited to, statements related to the
Redemption Date and withholding tax. Such forward-looking
statements are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward-looking statements. These factors include, but are not
limited to: Cellebrite’s ability to keep pace with technological
advances and evolving industry standards; Cellebrite’s material
dependence on the purchase, acceptance and use of its solutions by
law enforcement and government agencies; real or perceived errors,
failures, defects or bugs in Cellebrite’s solutions; Cellebrite’s
failure to maintain the productivity of sales and marketing
personnel, including relating to hiring, integrating and retaining
personnel; intense competition in all of Cellebrite’s markets; the
inadvertent or deliberate misuse of Cellebrite’s solutions; failure
to manage its growth effectively; Cellebrite’s ability to introduce
new solutions and add-ons; its dependency on its customers renewing
their subscriptions; the low volume of business Cellebrite conducts
via e-commerce; risks associated with the use of artificial
intelligence; the risk of requiring additional capital to support
the growth of its business; risks associated with higher costs or
unavailability of materials used to create its hardware product
components; fluctuations in foreign currency exchange rates;
lengthy sales cycle for some of Cellebrite’s solutions; near term
declines in new or renewed agreements; risks associated with
inability to retain qualified personnel and senior management; the
security of Cellebrite’s operations and the integrity of its
software solutions; risks associated with the negative publicity
related to Cellebrite’s business and use of its products; risks
related to Cellebrite’s intellectual property; the regulatory
constraints to which Cellebrite is subject; risks associated with
Cellebrite’s operations in Israel, including the ongoing
Israel-Hamas war and the risk of a greater regional conflict; risks
associated with different corporate governance requirements
applicable to Israeli companies and risks associated with being a
foreign private issuer and an emerging growth company; market
volatility in the price of Cellebrite’s shares; changing tax laws
and regulations; risks associated with joint ventures, partnerships
and strategic initiatives; risks associated with Cellebrite’s
significant international operations; risks associated with
Cellebrite’s failure to comply with anti-corruption, trade
compliance, anti-money-laundering and economic sanctions laws and
regulations; risks relating to the adequacy of Cellebrite’s
existing systems, processes, policies, procedures, internal
controls and personnel for Cellebrite’s current and future
operations and reporting needs; and other factors, risks and
uncertainties set forth in the section titled “Risk Factors” in
Cellebrite’s annual report on Form 20-F filed with the U.S.
Securities and Exchange Commission (“SEC”) on March 21, 2024 and as
amended on April 12, 2024, and in other documents filed by
Cellebrite with the SEC, which are available free of charge at
www.sec.gov. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made,
in this communication or elsewhere. Cellebrite undertakes no
obligation to update its forward-looking statements, whether as a
result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
Media
Victor Cooper Sr. Director of Corporate Communications + Content
Operations Victor.cooper@cellebrite.com +1 404.804.5910
Investor Relations
Andrew Kramer Vice President, Investor
Relations investors@cellebrite.com +1 973.206.7760
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