PR88903

SAN FRANCISCO and PETAH TIKVA, Israel, Apr. 8, 2021 /PRNewswire=KYODO JBN/ --

-- Digital Intelligence Solutions Market Leader Empowers Customers to Protect

and Save Lives, Accelerate Justice and Preserve Privacy

-- Transaction Implies Pro Forma Equity Value of Approximately $2.4 Billion;

Expected to Provide up to $480 Million of Gross Cash Proceeds to the Company;

Includes a Fully Committed $300 Million PIPE for the Purchase of Shares from

Early Investors in the Company, Oversubscribed with Commitments from Strategic

Investor Axon Enterprise, Inc. and Leading Institutional Investors Including

Light Street Capital and Makena Capital

-- Transaction Seeks to Accelerate Cellebrite's Ability to Execute on

Significant Near-Term Growth Opportunities in the Public Sector, Develop New

Customer Solutions and Expand its Private Sector and End-Market Reach

-- Cellebrite Generated Revenues of Approximately $195 Million and Gross

Margins of Approximately 80% in Fiscal 2020 and Projects Revenues of

Approximately $283 Million and Gross Margins of Approximately 81% in Fiscal 2022

Cellebrite DI Ltd. ("Cellebrite" or the "Company"), the global leader in

Digital Intelligence ("DI") solutions for the public and private sectors, and

TWC Tech Holdings II Corp. ("TWC Tech Holdings") (Nasdaq Capital Market

("Nasdaq"): TWCT), a publicly traded special purpose acquisition company, today

announced they have entered into a definitive business combination agreement

and plan of merger ("Merger Agreement"). As a result of the transaction,

Cellebrite will become a publicly listed company on the Nasdaq under the new

ticker symbol, "CLBT", and the pro forma implied equity value of Cellebrite

post-merger is expected to be approximately $2.4 billion.

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Cellebrite's mission is to enable its customers to protect and save lives,

accelerate justice and preserve privacy in communities around the world.

Cellebrite empowers public and private sector customers, including federal,

state and local public safety agencies and private sector enterprises, to

manage Digital Intelligence in legally sanctioned investigations. With

Cellebrite's end-to-end integrated Digital Intelligence investigative platform,

customers can solve cases faster and more efficiently than ever before,

digitizing the entire investigative lifecycle and accelerating outcomes within

the justice system. The Company is deeply committed to data privacy and to the

ethical use of its technology. Cellebrite's solutions have been purchased by

6,700 public safety agencies and private sector enterprises in over 140

countries and have helped millions of investigations globally. The Company's

rapidly deployable technology solutions position it for long-term growth in a

total addressable market that is estimated to reach $12 billion by 2023.

Company Highlights

Cellebrite's solutions are based on its unique, purpose-built technology for

the investigative lifecycle and have become the standard in investigations and

legal processes. The Company has diverse revenue streams across its offerings

and customer segments and a high annual recurring revenue net retention rate.

Cellebrite has a highly experienced management team, an elite research and

development team that includes personnel from top Israeli intelligence units,

and a talented workforce that includes former members of global law enforcement

agencies. Following completion of the transaction, Cellebrite's management team

will continue to operate the business with Yossi Carmil serving as Chief

Executive Officer.

Mr. Carmil said: "Cellebrite's vision is to provide industry-leading technology

and a holistic DI solution that enables our customers to transform and digitize

their entire investigative process. Today marks an exciting step for our

company and team, and will put us in an even better position to capture the

opportunities ahead. As a result of the transaction, we will seek to build upon

our leadership position by making strategic, targeted investments to expand our

capabilities, deepen our position in the public sector and attract new

customers in the growing private sector market. At Cellebrite, we are most

passionate about the positive, meaningful outcomes our work enables for the

powerless, threatened and underserved. Importantly, we recognize the immense

responsibility that comes with operating a business that partners with law

enforcement agencies but protects the privacy of citizens. To that end,

Cellebrite and our Board have a deep commitment to creating a safer world and

to operating in a lawful and ethical manner that is unwavering."

Adam Clammer, Chief Executive Officer of TWC Tech Holdings, said: "At True Wind

Capital we are focused on investing in leading technology companies, and the

Cellebrite opportunity ticks all the boxes on our wish list for a long-term

investment in a public company. Cellebrite empowers public and private sector

customers to drive digital transformation of the investigative workflow through

its advanced technology. Importantly, Cellebrite's technology helps bring

justice to victims of crimes, including cases of child exploitation, violent

crimes such as homicide and sexual assault, drug and human trafficking, fraud

and financial crime. We are proud to be partnering with a company that is

having a real impact on these issues."

Transaction Overview

The total cash that will be available to Cellebrite upon closing is expected to

be $580 million, comprised of TWC Tech Holdings' cash held in trust, assuming

no redemptions by public stockholders. Upon closing, TWC Tech Holdings'

shareholders will receive a combination of cash and stock in Cellebrite. The

transaction includes a private investment of approximately $300 million in

Cellebrite ordinary shares that will be purchased directly from existing

shareholders of Cellebrite who are primarily from early investors in the

Company and which is expected to close concurrently with the merger of TWC Tech

Holdings with a subsidiary of the Company. Leading institutional investors,

including Light Street Capital and Makena Capital, and strategic investor Axon

Enterprise, Inc., participated in the private investment.

The cash proceeds from the transaction will be used to accelerate Cellebrite's

ability to execute on its significant near-term growth opportunities, develop

new customer solutions and expand its end-market reach.

The Board of Directors of both Cellebrite and TWC Tech Holdings have

unanimously approved the transaction, which is expected to close in the second

or third quarter of 2021. At closing, the Chairman of the Board of Directors at

Cellebrite, Mr. Ryusuke Utsumi (6736:JP), will be stepping down from his

position, and Mr. Haim Shani, Co-Founder & General Partner of Israel Growth

Partners and a current Director of Cellebrite, will assume the Board's

Chairmanship. Mr. Utsumi will remain a member of the Board of Directors.

The transaction is subject to approval by the stockholders of Cellebrite and

TWC Tech Holdings, respectively, and the satisfaction of the closing conditions

set forth in the Merger Agreement.

Additional information about the transaction, including a copy of the Merger

Agreement and the investor presentation, will be filed by TWC Tech Holdings in

a Current Report on Form 8-K with the Securities and Exchange Commission

("SEC") and will be available at www.sec.gov.

Investor Webcast Information

Cellebrite will post a pre-recorded video to its website that discusses the

transaction and reviews an investor presentation. The investor presentation can

be found on Cellebrite's website at https://www.cellebrite.com/en/investors.  

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to Cellebrite, and

White & Case LLP and Meitar Law Offices are serving as legal advisors to

Cellebrite.

BofA Securities and J.P. Morgan Securities LLC are acting as placement agents

to Cellebrite and TWC Tech Holdings, BofA Securities is also serving as capital

markets advisor to TWC Tech Holdings and Simpson Thacher & Bartlett LLP and

Herzog, Fox & Ne'eman are acting as legal advisors to TWC Tech Holdings.

Shearman & Sterling LLP is acting as legal advisor to the placement agents.

About Cellebrite

Cellebrite's mission is to enable its customers to protect and save lives,

accelerate justice and preserve privacy in communities around the world.

Cellebrite is the global leader in Digital Intelligence solutions for the

public and private sectors, empowering organizations to master the complexities

of legally sanctioned digital investigations by streamlining intelligence

processes. Trusted by thousands of leading agencies and companies in more than

140 countries, Cellebrite's Digital Intelligence 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 and

https://www.cellebrite.com/en/investors/.

About TWC Tech Holdings II Corp

TWC Tech Holdings II Corp is a blank check company formed for the purpose of

effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination. TWC Tech Holdings raised $600

million in its initial public offering in September 2020. TWC Tech Holdings

securities are listed on the Nasdaq Capital Market under the ticker symbols

TWCT, TWCTU and TWCTW.

About True Wind Capital

True Wind Capital is a San Francisco-based private equity firm focused on

investing in leading technology companies. True Wind has a broad investing

mandate, with deep industry expertise across software, tech-enabled services,

and hardware.

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," "believe,"

"could," "continue," "expect," "estimate," "may," "plan," "outlook," "future"

and "project" and other similar expressions that predict or indicate future

events or trends or that are not statements of historical matters. Such forward

looking statements include estimated financial information. Such forward

looking statements with respect to revenues, earnings, performance, strategies,

prospects and other aspects of the businesses of TWC Tech Holdings, Cellebrite

or the combined company after completion of the proposed business combination

contemplated by the Merger Agreement (the "business combination") 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: (1) the occurrence of any event, change or other circumstances

that could give rise to the termination of the Merger Agreement and the

proposed business combination contemplated thereby; (2) the inability to

complete the transactions contemplated by the Merger Agreement due to the

failure to obtain approval of the stockholders of TWC Tech Holdings or other

conditions to closing in the Merger Agreement; (3) the ability to meet Nasdaq's

listing standards following the consummation of the transactions contemplated

by the Merger Agreement; (4) the risk that the proposed transaction disrupts

current plans and operations of Cellebrite as a result of the announcement and

consummation of the transactions described herein; (5) the ability to recognize

the anticipated benefits of the proposed business combination, which may be

affected by, among other things, competition, the ability of the combined

company to grow and manage growth profitably, maintain relationships with

customers and suppliers and retain its management and key employees; (6) costs

related to the proposed business combination; (7) changes in applicable laws or

regulations; (8) the possibility that Cellebrite may be adversely affected by

other economic, business, and/or competitive factors; and (9) other risks and

uncertainties indicated from time to time in other documents filed or to be

filed with the SEC by TWC Tech Holdings. You are cautioned not to place undue

reliance upon any forward-looking statements, which speak only as of the date

made. TWC Tech Holdings and Cellebrite undertake no commitment to update or

revise the forward-looking statements, whether as a result of new information,

future events or otherwise, except as may be required by law.

Additional Information

In connection with the proposed business combination between Cellebrite and TWC

Tech Holdings, Cellebrite intends to file a registration statement on Form F-4

that will include a preliminary proxy statement to be distributed to

stockholders of TWC Tech Holdings II Corp. in connection with TWC Tech

Holdings' solicitation of proxies for the vote by its stockholders with respect

to the proposed business combination. After the registration statement has been

filed and declared effective by the SEC, TWC Tech Holdings will mail a

definitive proxy statement / prospectus to its stockholders as of the record

date established for voting on the proposed business combination and the other

proposals regarding the proposed business combination set forth in the proxy

statement. Cellebrite or TWC Tech Holdings may also file other documents with

the SEC regarding the proposed business combination. Before making any

investment or voting decision, stockholders and other interested persons are

advised to read, when available, the registration statement and preliminary

proxy statement / prospectus and any amendments thereto, and the definitive

proxy statement / prospectus in connection with TWC Tech Holdings' solicitation

of proxies for the special meeting to be held to approve the transactions

contemplated by the proposed business combination because these materials will

contain important information about Cellebrite, TWC Tech Holdings and the

proposed transaction. Stockholders will also be able to obtain a copy of the

preliminary proxy statement / prospectus and the definitive proxy statement /

prospectus once they are available, without charge, at the SEC's website at

www.sec.gov, or at Cellebrite's website at www.cellebrite.com, or by directing

a request to: TWC Tech Holdings II Corp., Four Embarcadero Center, Suite 2100,

San Francisco, CA 94111.

No Offer or Solicitation

This document is not a proxy statement or solicitation or a proxy, consent or

authorization with respect to any securities or in respect of the proposed

business combination and shall not constitute an offer to sell or exchange, or

a solicitation of an offer to buy or exchange, the securities of Cellebrite,

TWC Tech Holdings or the combined company, nor shall there be any sale of

securities in any jurisdiction in which such offer, solicitation, sale or

exchange would be unlawful prior to registration or qualification under the

securities laws of any such jurisdiction.

Participants in the Solicitation

Cellebrite and TWC Tech Holdings and their respective directors and officers

may be deemed participants in the solicitation of proxies of TWC Tech Holdings

stockholders in connection with the proposed business combination. TWC Tech

Holdings stockholders, Cellebrite's shareholders and other interested persons

may obtain, without charge, more detailed information regarding the directors

and officers of Cellebrite and TWC Tech Holdings at Cellebrite's website at

www.cellebrite.com, or in TWC Tech Holdings' Annual Report on Form 10-K for the

fiscal year ended December 31, 2020, respectively.

Information regarding the persons who may, under SEC rules, be deemed

participants in the solicitation of proxies to TWC Tech Holdings' stockholders

in connection with the proposed transaction will be set forth in the proxy

statement / prospectus for the transaction when available. Additional

information regarding the interests of participants in the solicitation of

proxies in connection with the proposed transaction will be included in the

proxy statement / prospectus filed with the SEC in connection with the proposed

business combination.

Contacts

For Cellebrite:

Media

Adam Jaffe

VP of Global Communications

+1-973-206-7643

adam.jaffe@cellebrite.com;

or

RapidResponse@cellebrite.com

Investors

Anat Earon-Heilborn

VP Investor Relations

+972-73-394-8440

investors@cellebrite.com  

For TWC Tech Holdings II Corp.:

Jonathan Gasthalter/Nathaniel Garnick

Gasthalter & Co.

+1-(212)-257-4170

TWCT@gasthalter.com

SOURCE: Cellebrite