New Executives Bring Deep Expertise in
Software, Corporate Development and Finance, Rounding Out Strong
Leadership Team and Positioning Skillsoft to Capitalize on
Significant Value-Creation Opportunities in Rapidly Growing Digital
Learning Industry
Merger Expected to Close on June 11, 2021
Following Merger, Combined Company Remains on
Track to Complete Previously Announced Acquisition of Global
Knowledge, Creating a Global Leader in Corporate Digital
Learning
Software Luxembourg Holding S.A. (“Skillsoft” or the “Company”),
a global leader in digital learning and talent management
solutions, and Churchill Capital Corp II (NYSE:CCX) (“Churchill
II”), a special purpose acquisition company, today announced
Skillsoft’s future executive leadership team, effective upon
completion of the merger between Skillsoft and Churchill II.
Following the closing, the combined company is expecting to
promptly complete its planned acquisition of Global Knowledge
Training LLC (“Global Knowledge”), a worldwide leader in IT and
professional skills development, to create a global leader in
corporate digital learning. The new company will operate as
Skillsoft and is expected to trade on the New York Stock Exchange
under the ticker symbol “SKIL.”
Jeffrey Tarr, Skillsoft’s incoming Chief Executive Officer,
said, “Skillsoft’s new executive leadership team brings together
outside executives with the Company’s current talented leaders who
have been instrumental in guiding Skillsoft’s success to date. I
look forward to working closely with this world-class team as we
advance Skillsoft’s ambition to help companies build a future-fit
workforce, skilled and ready for the jobs of tomorrow. We see
significant opportunities ahead to capitalize on the rapidly
growing demand for corporate digital learning to drive profitable
growth in the business and create value for all Skillsoft
stakeholders.”
Members of the Skillsoft executive leadership team include:
- Michelle Boockoff-Bajdek, Chief Marketing Officer, has
more than 25 years of marketing, branding and strategy experience.
She has led Skillsoft’s global marketing organization since joining
the Company in 2019, focused on driving growth and demand and
raising the brand’s profile. Ms. Boockoff-Bajdek previously held
several executive marketing roles in the technology sector,
including as CMO of IBM Watson and as the Global Head of Marketing
for The Weather Company, an IBM Business.
- Sarah Hilty, Chief Legal Officer, has more than 25 years
of legal and commercial experience. She is currently Executive Vice
President, General Counsel and Secretary at National CineMedia,
where she has worked since 2018. Ms. Hilty was previously Deputy
General Counsel at CH2M HILL and a Partner at Hogan and
Hartson.
- Ryan Murray, Chief Accounting Officer and interim Chief
Financial Officer, is a Certified Public Accountant with more
than 20 years of professional experience, including more than 10
years leading the global accounting and finance organizations in
publicly traded companies. He previously served as Skillsoft’s
Senior Vice President and was VP of Finance, Chief Accounting
Officer and Treasurer of Avid Technology, Inc. He began his career
at PricewaterhouseCoopers LLP.
- Mark Onisk, Chief Content Officer, has been responsible
for leading the strategic direction, roadmap and development of
Skillsoft’s content catalogue since 2018. He joined the Company in
2011 and previously served as VP, Learning Products at Element
K.
- Apratim Purakayastha, Chief Technology Officer, has been
responsible for Skillsoft’s engineering, product management, cloud
operations, and IT since 2016. He previously served as General
Manager and SVP of SaaS at SevOne; as Group President in ACI
Worldwide; and as Director of Software at IBM.
- Eric Stine, Chief Revenue Officer, is a global
technology executive with extensive strategy and growth experience.
He most recently served as Chief of Staff for the President of
Global Sales, Services and Customer Engagement at SAP, where he
supported global go-to-market strategy and operations. He
previously served as Chief Revenue Officer at Qualtrics and, prior
to that, Chief Innovation Officer for SAP America. Earlier in his
career, Mr. Stine held positions of increasing seniority at SAP,
Ciber, Virtustream and Blackboard.
- Richard Walker, Chief Corporate Strategy and Development
Officer and President, SumTotal, brings extensive strategic,
financial, operational and merger & acquisition experience to
Skillsoft. He is an advisor to Churchill Capital and a member of
the Board of Directors at ServiceSource, where he previously served
as Chief Financial Officer. Mr. Walker also founded The Bison
Group, a private partnership that collaborates with private equity
firms investing in the information services industry. Prior to
that, he held executive leadership positions of increasing
responsibility at IHS (now IHS Markit), including Executive Vice
President, Chief Financial Officer and Chief Strategy Officer,
among others. In those roles, he built the corporate strategy and
development function and led the completion of more than 60
strategic acquisitions.
Skillsoft and Churchill II expect to complete their merger on
June 11, 2021, subject to the receipt of shareholder approvals and
customary closing conditions.
About Churchill Capital Corp II
Churchill Capital Corp II was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. For more information, visit
www.churchillcapitalcorp.com.
About Skillsoft
Skillsoft delivers digital learning, training, and talent
solutions to help organizations unleash their edge. Leveraging
immersive, engaging content, Skillsoft enables organizations to
unlock the potential in their best assets — their people — and
build teams with the skills they need for success. Empowering 45
million learners and counting, Skillsoft democratizes learning
through an intelligent learning experience and a customized,
learner-centric approach to skills development with resources for
Leadership Development, Business Skills, Technology and Developer,
Digital Transformation, and Compliance. For more information,
please visit www.skillsoft.com.
About Global Knowledge
Global Knowledge is the world’s leading technology skills
training provider, supporting major enterprises and tech
professionals with innovative and flexible learning solutions,
Anytime, Anyplace, and Anyhow. Global Knowledge equips individuals
and organizations for success with the industry’s broadest and
deepest portfolio of IT training solutions delivered through more
than one million separate courses annually across a range of
formats, including digital, virtual and physical classrooms,
blended formats and customized on-site training, both directly and
through a worldwide partner network. For more information, please
visit www.globalknowledge.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving Churchill and Skillsoft. Churchill has
filed a Registration Statement on Form S-4 with the SEC, which
includes a proxy statement of Churchill and a prospectus of
Churchill, and Churchill will file other documents regarding the
proposed transaction with the SEC. The Registration Statement on
Form S-4 was declared effective on May 27, 2021 and the definitive
proxy statement/prospectus was mailed on or about May 28, 2021 to
stockholders of record on the close of business on April 28, 2021,
the record date for the special meeting. Before making any voting
or investment decision, investors and security holders of Churchill
and Skillsoft are urged to carefully read the entire registration
statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed transaction. The documents filed by
Churchill with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by
Churchill may be obtained free of charge from Churchill at
www.churchillcapitalcorp.com. Alternatively, these documents, when
available, can be obtained free of charge from Churchill upon
written request to Churchill Capital Corp II, 640 Fifth Avenue,
12th Floor, New York, New York 10019, Attn: Secretary, or by
calling (212) 380-7500.
Churchill, Skillsoft and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Churchill, in
favor of the approval of the merger. Information regarding
Churchill’s directors and executive officers is contained in
Churchill’s Annual Report on Form 10-K/A for the year ended
December 31, 2020, which is filed with the SEC. Additional
information regarding the interests of those participants, the
directors and executive officers of Skillsoft and other persons who
may be deemed participants in the transaction may be obtained by
reading the definitive proxy statement/prospectus and other
relevant documents filed with the SEC. Free copies of these
documents may be obtained as described in the preceding
paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Churchill’s, Skillsoft’s and Global
Knowledge’s expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning the completion of the transactions, the
expected benefits of the transactions, other possible or assumed
future actions, business strategies, events or results of
operations, are forward-looking statements. These statements may be
preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends”
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
Churchill’s Form 10-K/A for the year ended December 31, 2020 under
Risk Factors in Part I, Item 1A and in the definitive proxy
statement/prospectus discussed above. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
expressed in good faith, and Churchill, Skillsoft and Global
Knowledge believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they
are made, and none of Churchill, Skillsoft or Global Knowledge is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law. Readers should carefully review the
statements set forth in the reports, which Churchill has filed or
will file from time to time with the SEC.
In addition to factors previously disclosed in Churchill’s
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: ability to meet the closing conditions
to the Skillsoft merger, including approval by stockholders of
Churchill and Skillsoft, and the Global Knowledge merger on the
expected terms and schedule and the risk that regulatory approvals
required for the Skillsoft merger and the Global Knowledge merger
are not obtained or are obtained subject to conditions that are not
anticipated; delay in closing the Skillsoft merger and the Global
Knowledge merger; failure to realize the benefits expected from the
proposed transactions; the effects of pending and future
legislation; risks related to disruption of management time from
ongoing business operations due to the proposed transactions;
business disruption following the transactions; risks related to
the impact of the COVID-19 pandemic on the financial condition and
results of operations of Churchill, Skillsoft and Global Knowledge;
risks related to Churchill’s, Skillsoft’s or Global Knowledge’s
indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory
actions and reforms; demand for, and acceptance of, our products
and for cloud-based technology learning solutions in general; our
ability to compete successfully in competitive markets and changes
in the competitive environment in our industry and the markets in
which we operate; our ability to develop new products; failure of
our information technology infrastructure or any significant breach
of security; future regulatory, judicial and legislative changes in
our industry; the impact of natural disasters, public health
crises, political crises, or other catastrophic events; our ability
to attract and retain key employees and qualified technical and
sales personnel; fluctuations in foreign currency exchange rates;
our ability to protect or obtain intellectual property rights; our
ability to raise additional capital; the impact of our indebtedness
on our financial position and operating flexibility; and our
ability to successfully defend ourselves in legal proceedings.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Churchill’s, Skillsoft’s and Global
Knowledge’s control. While all projections are necessarily
speculative, Churchill, Skillsoft and Global Knowledge believe that
the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that
Churchill, Skillsoft and Global Knowledge, or their
representatives, considered or consider the projections to be a
reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Churchill and is not intended to form the basis of
an investment decision in Churchill. All subsequent written and
oral forward-looking statements concerning Churchill, Skillsoft and
Global Knowledge, the proposed transactions or other matters and
attributable to Churchill, Skillsoft and Global Knowledge or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210607005410/en/
Churchill Capital Corp II info@churchillcapitalcorp.com
Skillsoft Caitlin Leddy caitlin.leddy@skillsoft.com
Media Lauren Odell / Max Dutcher Gladstone Place Partners
(212) 230-5930
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