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
SAN FRANCISCO and PETAH TIKVA, Israel, April 8,
2021 /CNW/ -- 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.
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, 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
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SOURCE Cellebrite