Cellebrite, The Leading Digital Intelligence Solutions Provider, to List on Nasdaq Through Merger with TWC Tech Holdings II Corp.
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
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