Reinforces Strategic Alliance and Supports
Go-Public Business Combination
OpSec Group (“OpSec”), a global leader in IP management and
brand protection solutions, and Investcorp Europe Acquisition Corp
I (Nasdaq: IVCB) (“Investcorp Europe”), a special purpose
acquisition company, today announced a strategic investment from
SAKATA INX Corporation (“SAKATA INX”) in the form of unsecured
convertible loan notes issued by OpSec (the “Loan Notes“).
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As previously announced, on April 25, 2023, OpSec and Investcorp
Europe entered into a definitive business combination agreement
(the “Business Combination Agreement”) that would result in OpSec
becoming a public company. Upon closing of the proposed business
combination, the newly combined company will operate as OpSec Group
and will trade under the symbol “OPSC” on Nasdaq. On the terms and
subject to the conditions set forth in the Loan Notes, the Loan
Notes will convert into ordinary shares of the newly combined
company in conjunction with the closing of the proposed business
combination.
Selva Selvaratnam, CEO of OpSec, said: “We are excited to
further solidify our strategic alliance with SAKATA INX and truly
appreciate their partnership and investment in support of our
public listing. We look forward to years of collaboration as we
develop market-specific solutions to protect our customers’
brands.”
Yoshiaki Ueno, President and CEO of SAKATA INX, said: “We are
grateful to have had this opportunity with OpSec and look forward
to deepening our relationship as we work together to provide our
clients with comprehensive brand protection solutions.”
About OpSec Group OpSec Group is a world leader in the
optimization, monetization, and protection of brands and
intellectual property. OpSec Group traces its origins back over
multiple decades and is proud to serve many of the world’s leading
brand owners, licensors, and media rights owners, as well as
governments and financial institutions. As an innovator and pioneer
in IP and brand protection, OpSec Group addresses brand value and
vulnerability across both physical and digital domains. OpSec Group
brings together multiple disciplines, from IP management and
security design to software development, to ensure that solutions
are brand-led, practical, and effective.
About SAKATA INX Corporation Founded in 1896, SAKATA INX
is a chemical manufacturer with operations in more than 20
countries and regions worldwide. The company manufactures and sells
printing inks used for various packages, beverage cans, and
information media, industrial inkjet inks and color toners for
digital printing, and image display materials for liquid crystal
displays. Under the business theme of “Creation of Visual
Communication Technology,” the company aims to “Develop an
communication culture that makes people’s lives more enjoyable”
through environmentally friendly and sustainable products and
continues to take on the challenge of entering new fields.
For more information about SAKATA INX, please visit:
www.inx.co.jp
About Investcorp Europe Acquisition Corp I Investcorp Europe
Acquisition Corp I is a special purpose acquisition company formed
for the purpose effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses in Western Europe,
including the United Kingdom, or Northern Europe and,
opportunistically, in Turkey and businesses focusing on business
services, consumer and lifestyle, niche manufacturing and
technology sectors. Investcorp Europe is led by Chairman Hazem
Ben-Gacem, Vice-Chairman Peter McKellar, CEO Baroness Ruby McGregor
Smith, CBE, CIO Alptekin Diler and CFO Craig Sinfield-Hain.
Investcorp Europe’s initial public offering was in December 2021
and its Class A common stock is listed on the Nasdaq under the
symbol IVCB.
Participants in the Solicitation Each of Investcorp
Europe, OpSec and OpSec Holdings (“Pubco”) and their respective
directors, executive officers and certain employees, may be deemed,
under SEC rules, to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding
Investcorp Europe’s directors and executive officers is available
in Investcorp Europe’s final prospectus dated December 17, 2021
relating to its initial public offering and in Investcorp Europe’s
subsequent filings with the SEC. Other information regarding OpSec
and Pubco and the other participants in the proxy solicitation and
a description of their direct and indirect interests, by security
holdings or otherwise, is contained in the Registration Statement
as defined below and other relevant materials filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
Additional Information and Where to Find It In connection
with the transactions contemplated by the Business Combination
Agreement (the “Transactions”), on November 22, 2023, Pubco filed a
Registration Statement on Form F-4 (the “Registration Statement”)
with the Securities and Exchange Commission (“SEC”) that includes a
proxy statement of Investcorp Europe that also constitutes a
prospectus of Pubco (the “Proxy Statement”). After the Registration
Statement has been declared effective, the definitive Proxy
Statement will be mailed to the shareholders of Investcorp Europe
(the “Investcorp Europe Shareholders”). Investcorp Europe, OpSec
and Pubco urge investors, shareholders and other interested persons
to read, when available, the definitive Proxy Statement, as well as
other documents filed with the SEC, because these documents will
contain important information about Investcorp Europe, OpSec, Pubco
and the Transactions. The definitive Proxy Statement will be mailed
to the Investcorp Europe Shareholders as of a record date to be
established for voting on the Transactions. The Investcorp Europe
Shareholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: Investcorp Europe
Acquisition Corp I, Century Yard, Cricket Square, P.O. Box 111,
George Town, Grand Cayman KY1-1102, Cayman Islands. These
documents, once available, can also be obtained, without charge, at
the SEC’s web site (http://www.sec.gov).
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or Investcorp
Europe’s, Pubco’s, OpSec’s or the combined company’s future
financial or operating performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “could”,
“should”, “expect”, “intend”, “might”, “will”, “estimate”,
“anticipate”, “believe”, “budget”, “forecast”, “intend”, “plan”,
“potential”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology.
Forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Investcorp Europe
and its management, and OpSec and its management, as the case may
be, are inherently uncertain. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all
risks and uncertainties. You should not place undue reliance on
forward-looking statements in this press release, which speak only
as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein. None of Investcorp
Europe, Pubco, OpSec or the combined company undertakes any duty to
update these forward-looking statements.
For example, statements concerning the following include
forward-looking statements: (1) the expected timing and likelihood
of completion of the Transactions, including the risk that the
Transactions may not close due to one or more closing conditions to
the Transactions in the Business Combination Agreement not being
satisfied or waived on a timely basis or otherwise, or that the
required approval of the Business Combination Agreement and related
matters by the shareholders of Investcorp Europe may not be
obtained; (2) Investcorp Europe’s potential failure to raise
sufficient funds in one or more equity financings so as to meet the
closing condition under the Business Combination Agreement that
requires it to have $50 million of funds (including funds in its
Trust Account, after deducing any amounts paid out for redemptions
by the Investcorp Europe Shareholders) as of the closing; (3) the
potential inability of Pubco to meet the initial listing standards
of the applicable stock exchange following the Transactions,
including due to excessive redemptions of Investcorp Europe’s
public shares; (4) costs related to the Transactions; (5) the
potential occurrence of a material adverse change with respect to
the financial position, performance, operations or prospects of
Pubco, OpSec or Investcorp Europe; (6) the potential disruption of
Company management’s time from ongoing business operations due to
the Transactions; (7) announcements relating to the Transactions
potentially having an adverse effect on the market price of
Investcorp Europe’s securities; (8) the potential effect of the
Transactions and the announcement thereof on the ability of OpSec
to retain customers and hire key personnel and maintain
relationships with its customers and suppliers and on its operating
results and business generally; (9) risks relating to the growth of
OpSec’s business and its ability to realize expected results; (10)
risks relating to OpSec’s plans for targeted acquisitions and
upscaling organically; (11) risks relating to the growth and
expansion of OpSec’s portfolio of solutions; (12) risks relating to
the viability of OpSec’s growth strategy, including related
capabilities; (13) risks relating to trends and developments in the
IP/brand optimization, monetization and protection industry; (14)
the risk that the combined company may be adversely affect by other
economic, business, and/or competitive factors, or adverse
macroeconomic conditions, including inflation, supply chain delays
and increasing interest rates; and (15) other risks and
uncertainties, including those identified in any proxy
statement/prospectus in a Registration Statement on Form F-4
relating to the Transactions, the “Risk Factors” section of the
Registration Statement, other documents filed by Investcorp Europe
from time to time with the SEC and any risk factors made available
to you in connection with Pubco, Investcorp Europe, OpSec and the
Transactions.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in Investcorp Europe’s most recent filings with the SEC,
the Registration Statement and the definitive Proxy Statement. All
subsequent written and oral forward-looking statements concerning
Investcorp Europe, OpSec or Pubco, the Transactions described
herein or other matters attributable to Investcorp Europe, OpSec,
Pubco or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Each of
Investcorp Europe, OpSec and Pubco expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions or circumstances on which any
statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20231218541040/en/
For OpSec
Media: Dan Brennan, ICR, OpSecPR@icrinc.com Investors: Ryan
Flanagan, ICR, OpSecIR@icrinc.com
For Investcorp
Media and Investors: Brian Ruby, ICR,
InvestcorpPR@icrinc.com
For SAKATA INX
Media: Kenichi Tanaka, Kenichi.Tanaka@inx.co.jp
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