Noventiq Holdings PLC (“Noventiq”), a global digital
transformation and cybersecurity solutions and services provider,
and Corner Growth Acquisition Corp. (Nasdaq: COOL) (“Corner
Growth”), a special purpose acquisition company led by veteran
technology investors (“Sponsors”), today filed with the U.S.
Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form F-4 (the “F-4”) in connection with the previously
announced proposed Business Combination (as defined below).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240101878312/en/
- On May 4, 2023, Noventiq and Corner Growth entered into a
business combination agreement that is expected to result in the
combined company being listed on Nasdaq under the symbol
"NVIQ".
- In advance of the F-4 filing, Noventiq recently completed a
Public Company Accounting Oversight Board (“PCAOB“) audit on its
financial statements for FY22 and FY23 (12 months ended March 31,
2022, and 2023).
- The company delivered revenue in FY23 of $401.8 million, an
increase of 62.2% on a reported currency basis and 70.7% in
constant currency. Gross profit was $176.1 million, an increase of
50.9% on a reported currency basis, and 60.6% in constant
currency.
- Noventiq recently announced that it is joining the Microsoft
Intelligent Security Association, strengthening its commitment to
cybersecurity, designed for end-to-end solutions to empower clients
to safeguard their data, infrastructure, and applications,
proactively detecting and thwarting threats.
- Noventiq recently entered into a multi-year Strategic
Collaboration Agreement (SCA) with Amazon Web Services (AWS). This
collaboration builds on the long-standing relationship between the
two parties to further support their customers to migrate and
modernize their IT workloads and data to the cloud and leverage
AWS’ plethora of innovative services.
- As part of its investment in AI technologies, Noventiq recently
launched Weaver Peer, a knowledge-based AI assistant, designed and
built in-house by Noventiq subsidiary, Intellya. As an extension of
the Weaver platform, Weaver Peer represents another milestone in
the breadth of AI capabilities offered by Noventiq and will be
available globally to support businesses on their digital
transformation journey.
- As previously disclosed, the company has completed its
re-domiciliation to the Cayman Islands, and as a closing condition
of the transaction, has successfully delisted from the London Stock
Exchange (“LSE”) and Moscow Exchange (“MoEX”).
Hervé Tessler, CEO of Noventiq, said:
“We are transforming our business at speed and scale, and the
filing of our F-4 represents a significant milestone in our path
towards a Nasdaq listing and broader participation for public
investors. We are investing significantly in our business and our
people, further expanding our capabilities and competitive reach to
deliver digital transformation and cyber security solutions in
high-growth emerging markets. As we look ahead, we are excited by
the opportunity to drive substantial value for all our stakeholders
including our customers, our people, our shareholders, our partners
and the communities in which we operate.”
Marvin Tien, Co-Chairman & CEO of Corner Growth,
said:
“We are excited to be taking this next step towards the public
markets. We see digital transformation and cybersecurity solutions
and services as forces driving global change with a long runway of
robust demand. Noventiq, with its strong market position and focus
on India and other high growth emerging markets, is positioned to
bring this digital transformation to global customers. As a NASDAQ
listed company, Noventiq is bringing compliance, transparency and
financing capabilities to its universe of current customers and
partners and opens the door to new ones. We firmly believe that
Noventiq, with their deep industry experience and innovative
culture, will be a leader in addressing this large and growing
market opportunity.”
Background Information on the Business Combination
Agreement
The board of directors of Noventiq has continually evaluated the
best options designed toward ensuring that the fundamental value of
Noventiq is properly reflected by the market.
On May 4, 2023, Noventiq and Corner Growth entered into a
business combination agreement that is expected to result in the
combined company (“Combined Company”) being listed on Nasdaq under
the symbol “NVIQ”. On December 29, 2023, Noventiq and Corner Growth
entered into an Amended and Restated Business Combination Agreement
(the “Business Combination Agreement”), by and among Noventiq,
Corner Growth, Noventiq Holding Company (“PubCo”), Noventiq Merger
Sub 1 Limited and Corner Growth SPAC Merger Sub, Inc., which (i)
contemplates a “double-dummy” structure under which both Noventiq
and Corner Growth would merge with subsidiaries of a newly formed
parent company expected to be listed on Nasdaq, (ii) reduces the
equity valuation of Noventiq from $877 million to $330 million
(this equity valuation is based on targeted results for the fiscal
year ending March 31, 2024 of at least $1.9 billion of gross sales,
approximately $200 million of gross profit and approximately $40
million of Adjusted EBITDA), and (iii) extends the outside date for
the closing of the Business Combination from May 4, 2024 to [June
30, 2024]. The proposed business combination (“Business
Combination”) is expected to provide Noventiq with improved access
to new sources of capital, accelerate M&A opportunities, and
enhance its reach and capabilities in fast-growing technology
development in cybersecurity, generative AI, and other high-margin
solutions and tools.
Further to the announcement on January 24, 2023 of its intention
to re-domicile the company from Cyprus to the Cayman Islands:
Re-domiciliation, shareholders approved all resolutions in relation
to the transaction at the general meeting held on February 15,
2023: GM Result February 15, 2023. Noventiq completed the
re-domiciliation, effective July 26, 2023: Re-domiciliation
completion.
Further to the announcement made by the Company on June 22,
2023, the cancellation of the listing of the Company’s GDRs on the
LSE and MoEX became effective on July 26, 2023, and September 27,
2023 respectively. Delisting on LSE and MoEX is a condition of the
business combination with Corner Growth Acquisition Corp, and given
the multiple trading venues involved, the Company initiated the
process in June as a natural step to ensure completion in a timely
manner with no impact completion of the business combination.
No Offer or Solicitation
This communication relates to the proposed Business Combination
between Noventiq and Corner Growth. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
In connection with the Business Combination, Noventiq and Corner
Growth have filed with the SEC a Registration Statement on Form F-4
(as may be amended from time to time, the "Registration
Statement"), which includes a preliminary prospectus and
preliminary proxy statement. Corner Growth will mail a definitive
proxy statement, definitive prospectus and other relevant documents
to its shareholders when the Registration Statement is declared
effective. This communication is not a substitute for the
Registration Statement, the definitive proxy statement, the
definitive prospectus or any other document that Corner Growth will
send to its shareholders in connection with the Business
Combination. Investors and security holders of Corner Growth are
advised to read, when available, the proxy statement in connection
with Corner Growth's solicitation of proxies for its special
meeting of shareholders to be held to approve the Business
Combination (and related matters) because the proxy statement will
contain important information about the Business Combination and
the parties to the Business Combination. The definitive proxy
statement will be mailed to shareholders of Corner Growth as of a
record date to be established for voting on the Business
Combination. Shareholders will also be able to obtain copies of the
proxy statement, without charge, once available, at the SEC's
website www.sec.gov or by directing a request to:
ryan.flanagan@icrinc.com.
Participants in the Solicitation
Corner Growth, Noventiq and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Corner Growth's shareholders in
connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names
and interests in the Business Combination of Corner Growth's
directors and officers in Corner Growth's filings with the SEC
including the Registration Statement to be filed with the SEC by
Corner Growth, which will include the proxy statement Corner Growth
for the Business Combination, and such information and names of
Noventiq's directors and executive officers will also be in the
Registration Statement filed with the SEC by Corner Growth, which
will include the proxy statement of Corner Growth for the Business
Combination.
About Noventiq
Noventiq (Noventiq Holdings PLC) is a leading global solutions
and services provider in digital transformation and cybersecurity,
headquartered in London. The company enables, facilitates, and
accelerates digital transformation for its customers’ businesses,
connecting over 80,000 organizations across a comprehensive range
of industries with more than 500 vendors and delivering its own
services and proprietary solutions.
In the year ended March 31, 2023, Noventiq's revenue was $402
million an increase of 62% in reported currency, and 71% on a
constant currency basis. Gross profit was $176 million, an increase
of 51% in reported currency, and 61% in constant currency. The
company’s growth is underpinned by its three-dimensional strategy
to expand its market penetration, product portfolio, and sales
channels. The strategy is supported by an active approach to
M&A which enables Noventiq to take advantage of the ongoing
consolidation in the industry. With approximately 6,400 employees
globally, Noventiq transacts in approximately 60 countries with
significant growth potential (including in Latin America, EMEA and
APAC, including India).
About Corner Growth Acquisition Corp.
Corner Growth Acquisition Corp. (Nasdaq: COOL) is a special
purpose acquisition company (SPAC) focused on partnering with a
high growth technology company. Corner Growth’s mission is to
deliver value to its investors by providing a compelling
alternative to a traditional public offering. Corner Growth is
uniquely positioned to deliver on its value-add approach given its
management team’s history, experience, relationships, leadership
and track record in identifying and investing in disruptive
technology companies across all technology verticals.
Corner Growth also brings a group of highly respected investment
professionals, with strong track records and deep individual
experience in SPAC and de-SPAC processes, a rolodex of premier
public market investors, and a team of advisors who offer
experience and access to networks across a broad functional and
physical geography.
Forward Looking Statements
Certain statements made herein that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “target,” “aim,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding future events, the Business Combination
between Corner Growth and Noventiq, the estimated or anticipated
future results and benefits of the Combined Company following the
Business Combination, including the likelihood and ability of the
parties to successfully consummate the Business Combination, future
opportunities for the Combined Company, statements regarding
Noventiq's future financial position, and other statements that are
not historical facts. These statements are based on the current
expectations of Corner Growth’s management and/or Noventiq’s
management, as applicable, and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Corner Growth
and Noventiq. These statements are subject to a number of risks and
uncertainties regarding Noventiq’s business, Corner Growth’s
businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are
not limited to, general economic, political and business
conditions; the inability of the parties to consummate the Business
Combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the Business Combination; the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; the
risk that the approval of the shareholders of Corner Growth or
Noventiq for the potential transaction is not obtained; failure to
realize the anticipated benefits of the Business Combination,
including as a result of a delay in consummating the potential
transaction or difficulty in integrating the businesses of Corner
Growth or Noventiq; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the Business Combination; the ability of the
Combined Company to grow and manage growth profitably and retain
its key employees; the amount of redemption requests made by Corner
Growth’s shareholders; the inability to obtain or maintain the
listing of the post-acquisition company’s securities on Nasdaq
following the Business Combination; costs related to the Business
Combination; the impact of competitive products and pricing on
Noventiq; Noventiq’s ability to offer the products and services of
its key vendors, particularly Microsoft, for sale to customers and
to earn incentives on such sales; demand for Noventiq’s services
and solutions; the ability of Noventiq to achieve operating
synergies from acquired businesses; the successful integration of
acquired businesses; breaches in cybersecurity or disruption to IT
systems; Noventiq’s ability to attract, hire, train and retain
experienced personnel; fluctuations in currency exchange rates; the
ability to comply with the laws and regulations across the markets
in which Noventiq operates and the effectiveness of its internal
controls, procedures, compliance systems and risk management
systems; other risks and uncertainties detailed in the F-4; and
those factors discussed in Corner Growth’s Annual Report on Form
10-K for the fiscal year ended December 31, 2020, filed with the
SEC on March 31, 2021, in Corner Growth’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the
SEC on March 31, 2023, and other filings with the SEC. If any of
these risks materialize or if assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Corner Growth and/or Noventiq presently do not know or that Corner
Growth and/or Noventiq currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
provide the expectations, plans or forecasts of future events and
views of Corner Growth and/or Noventiq as of the date of this
communication. Corner Growth and Noventiq anticipate that
subsequent events and developments will cause their assessments to
change. However, while Corner Growth and/or Noventiq may elect to
update these forward-looking statements at some point in the
future, Corner Growth and Noventiq specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Corner Growth’s and/or Noventiq’s
assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Disclaimer
The financial information included in this communication
comprises financial information for the years ended March 31, 2023
and 2022 derived from the audited financial statements of Noventiq.
This communication includes certain non-IFRS financial measures,
such as gross sales and Adjusted EBITDA which are defined in the
F-4. These non-IFRS financial measures may not be comparable to
similarly titled measures presented by other companies, nor should
they be construed as an alternative to other financial measures
determined in accordance with IFRS. Certain figures contained in
this communication, including financial information, have been
subject to rounding adjustments (and, in certain circumstances, may
not conform exactly to the total figure given).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240101878312/en/
Noventiq
Investors: Steven Salter VP Corporate Affairs
IR@noventiq.com
Media: Rocio Herraiz Global Head of Communications
pr@noventiq.com
Corner Growth
Investors: Ryan Flanagan, ICR
ryan.flanagan@icrinc.com
Media: Brian Ruby, ICR Brian.ruby@icrinc.com
Corner Growth Acquisition (NASDAQ:COOL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Corner Growth Acquisition (NASDAQ:COOL)
Historical Stock Chart
From Sep 2023 to Sep 2024
