- CTAC and KORE amend Merger Agreement to enhance liquidity of
post-closing public company
- Certain preferred stockholders of KORE elect to receive shares
in post-closing public company, allowing KORE to retain an
additional $40 million on the balance sheet post-closing
- Up to $25 million to be made available to KORE under new
convertible debt commitment from Fortress
- With this additional $65 million, KORE will have access to
approximately $100 million of total liquidity to fund and
accelerate growth
- CTAC Special Meeting moved to Wednesday, September 29, 2021;
business combination expected to close on or about September 30,
2021
Cerberus Telecom Acquisition Corp. (NYSE: CTAC.U, NYSE: CTAC,
NYSE: CTAC WS) (“CTAC”) today
announced that the Extraordinary Special Meeting (“Special Meeting”) of its shareholders has been
rescheduled to occur at 10:00 a.m. on Wednesday, September 29,
2021.
The Special Meeting will take place in person at Ugland House,
Grand Cayman, KY1-1104, Cayman Islands, and virtually via live
webcast at 10:00 a.m. Eastern Time on September 29, 2021. It can be
accessed by visiting https://www.cstproxy.com/ctac/sm2021. The
proxy statement and any supplements thereto are available in the
“Documents” section of the CTAC website and on the SEC website at
http://www.sec.gov.
During the past week, CTAC has secured additional sources of
liquidity of up to $65 million for the post-closing public company.
Such additional liquidity will be made available by certain holders
of preferred shares of the ultimate parent entity of KORE Wireless
Group, Inc. (“KORE”) electing to
receive share consideration in lieu of $40 million of cash
consideration and by a commitment from Fortress Credit Corp.
(“Fortress”) to provide up to $25
million in additional convertible debt financing, each as further
described below.
“We at CTAC are very pleased to see KORE going public with such
strong liquidity,” commented CTAC’s Chief Executive Officer Timothy
Donahue. “Despite having sufficient funding to satisfy closing
conditions last week, the parties felt that it would be beneficial
to increase the amount of free cash available on KORE’s
post-closing balance sheet to help fund and accelerate KORE’s
growth as a public company. We believe that the incremental
commitments from our partners at Abry and Fortress evidence the
confidence of two of CTAC’s largest stakeholders. With these
additional sources of liquidity, KORE will start as a public
company with over $100 million of post-closing liquidity available
to it. This liquidity will benefit all of CTAC’s stakeholders by
even better positioning KORE to execute on its plans to accelerate
growth through cross selling, adding new customers and identifying
highly accretive M&A opportunities. We are incredibly excited
by this development and believe these changes position KORE for
continued success.”
The business combination is expected to close on or about
September 30, 2021, subject to the satisfaction or waiver of all
applicable closing conditions.
Merger Agreement Amendment
On September 21, 2021, CTAC entered into that certain Second
Amendment (the “Second Amendment”) to
the Agreement and Plan of Merger dated as of March 12, 2021, as
amended on July 27, 2021 (as further amended, restated,
supplemented or otherwise modified from time to time in accordance
with its terms, the “Merger
Agreement”) in respect of the proposed business combination
between CTAC and the ultimate parent company of KORE. Pursuant to
the Second Amendment, in order to increase the liquidity of the
post-closing public company (“Pubco”)
following completion of the business combination, certain preferred
stockholders of the ultimate parent company of KORE (the
“Electing Holders”) have elected to
receive payment consisting of 4,000,000 shares of common stock of
Pubco, par value $0.0001 per share (“Pubco
Common Stock”), to be issued by Pubco at $10.00 per share,
in lieu of receiving cash consideration in the aggregate amount of
$40 million, which such Electing Holders otherwise would have been
entitled to receive. Additionally, in order to facilitate this
liquidity enhancing election, Cerberus Telecom Acquisition
Holdings, LLC, CTAC’s sponsor, has agreed to contribute 600,000
CTAC Class B Ordinary Shares to CTAC, which shares will be
cancelled by CTAC in conjunction with the issuance by Pubco,
pursuant to the terms of the Second Amendment, of an additional
600,000 shares of Pubco Common Stock to the Electing Holders.
Fortress Commitment Letter
As an additional source of liquidity, KORE has obtained from
Fortress a commitment letter (the “Commitment
Letter”) pursuant to which Fortress will make additional
financing available to KORE, at KORE’s option and subject to
certain terms and conditions, in the aggregate amount of up to $25
million of additional notes under the Indenture to entered into in
connection with the backstop financing agreement dated as of July
27, 2021 by and among KORE and Fortress. This commitment can be
accepted at any time after Closing (as defined in the Merger
Agreement) and prior to October 2, 2021 on the terms and subject to
the conditions set forth in the Commitment Letter. If accepted, the
commitment will remain available until October 31, 2021.
Redemptions and CTAC Special Meeting
The option of CTAC’s public shareholders to tender and redeem
their shares in connection with the business combination expired at
5:00 p.m., New York City time, on September 14, 2021. CTAC’s public
shareholders have until 5:00 p.m. on Tuesday, September 28, 2021 to
withdraw their redemptions. As of the date of this press release,
taking into account withdrawals of redemptions received by CTAC
following the redemption deadline, approximately 86.32% of CTAC’s
public shareholders had tendered their shares for redemption.
CTAC recommends that its shareholders wishing to vote at the
Special Meeting log in at least 15 minutes before the Special
Meeting starts, if attending virtually. CTAC encourages its
shareholders entitled to vote at the Special Meeting to vote their
shares via proxy in advance of the Special Meeting by following the
instructions on the proxy card.
A list of CTAC shareholders entitled to vote at the Special
Meeting will be open to the examination of any CTAC shareholder,
for any purpose germane to the Special Meeting, during regular
business hours for a period of 10 calendar days before the Special
Meeting.
For assistance voting your shares, please contact Morrow Sodali
LLC, CTAC’s proxy solicitor, toll-free at 1-(800) 662-5200 or via
email at ctac.info@investor.morrowsodali.com.
About CTAC
CTAC is a blank check company formed by an affiliate of Cerberus
Capital Management, L.P. (“Cerberus”), a global leader in
alternative investing. CTAC is led by CEO Tim Donahue, former
Executive Chairman of Sprint Nextel and former CEO of Nextel
Communications, and is proud to have the support of a distinguished
advisory board comprised of senior executives and business leaders
from the information and communications technology sector. For more
information, visit www.cerberusacquisition.com.
About Cerberus
Founded in 1992, Cerberus is a global leader in alternative
investing with approximately $55 billion in assets across
complementary credit, private equity, and real estate strategies.
We invest across the capital structure where our integrated
investment platforms and proprietary operating capabilities create
an edge to improve performance and drive long-term value. Our
tenured teams have experience working collaboratively across asset
classes, sectors, and geographies to seek strong risk-adjusted
returns for our investors. Cerberus has a dedicated focus on
next-generation technologies and telecommunication solutions. Our
team of technologists and network of advisors collaborate across
our investment and operating platforms to identify opportunities
and manage investments in critical IoT, edge computing, artificial
intelligence, private wireless networks, network equipment,
autonomy, aerospace, and ecosystem development. For more
information about our people and platforms, visit us at
www.cerberus.com.
Important Information and Where to Find It
This press release references the proposed merger transaction
announced previously involving Cerberus Telecom Acquisition Corp.
("CTAC") and KORE. CTAC and King Pubco, Inc. ("Pubco") filed a
registration statement on Form S-4 with the SEC, which includes a
proxy statement of CTAC and a prospectus of Pubco, and CTAC will
file other documents regarding the proposed transaction with the
SEC. A definitive proxy statement/prospectus was sent to the
shareholders of CTAC, seeking required shareholder approval. Before
making any voting or investment decision, investors and security
holders of CTAC 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 will contain important
information about the proposed transaction. The documents filed by
CTAC with the SEC may be obtained free of charge at the SEC's
website at http://www.sec.gov. In addition, the documents filed by
CTAC with the SEC may be obtained free of charge from CTAC's
website at www.cerberusacquisition.com or upon written request to
Cerberus Telecom Acquisition Corp., 875 Third Avenue, New York, NY
10022.
This press release, similar to the previous announcement, 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.
CTAC, KORE and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of CTAC, in favor of
the approval of the merger. Information regarding CTAC's and KORE's
directors and executive officers and other persons who may be
deemed participants in the transaction may be obtained by reading
the registration statement and the proxy statement/prospectus and
other relevant documents filed with the SEC when they become
available. Free copies of these documents may be obtained as
described above.
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 are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding estimates and
forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations. These
statements are based on various assumptions and on the current
expectations of CTAC or KORE's management. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor or
other person as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of CTAC and/or KORE. These forward-looking
statements are subject to a number of risks and uncertainties,
including general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets;
the potential effects of COVID-19; risks related to the rollout of
KORE's business and the timing of expected business milestones;
changes in the assumptions underlying KORE's expectations regarding
its future business; the effects of competition on KORE's future
business; and the outcome of judicial proceedings to which KORE is,
or may become a party. If the risks materialize or assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that KORE presently does not know or that KORE
currently believes are immaterial that could also cause actual
results to differ materially from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect KORE's expectations, plans or forecasts of future events
and views as of the date of this press release. KORE and CTAC
anticipate that subsequent events and developments will cause these
assessments to change. However, while KORE and/or CTAC may elect to
update these forward-looking statements at some point in the
future, each of KORE and CTAC specifically disclaims any obligation
to do so. These forward-looking statements should not be relied
upon as representing KORE's assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
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