ALTRINCHAM, England and NEW YORK, Nov. 17,
2023 /PRNewswire/ -- CorpAcq Holdings Limited
("CorpAcq"), a corporate compounder with a proven track record of
acquiring and supporting founder-led businesses, Churchill Capital
Corp VII ("Churchill VII") (NYSE: CVII), a special purpose
acquisition company, and CorpAcq Group Plc, a public limited
company incorporated under the laws of England and Wales ("CorpAcq Group"), announced today the
filing of a registration statement of CorpAcq Group on Form F-4
(the "Registration Statement") with the U.S. Securities and
Exchange Commission (the "SEC") on November
17, 2023.
The Registration Statement contains a proxy statement/prospectus
in connection with the definitive agreement entered into between
Churchill VII, CorpAcq and CorpAcq Group with respect to the
proposed business combination (the "Merger Agreement", and the
transactions contemplated thereby, the "Transactions"). While
the Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about CorpAcq, CorpAcq Group, Churchill VII
and the Transactions.
As announced on August 1, 2023,
CorpAcq intends to go public through a business combination with
Churchill VII. Upon closing, CorpAcq Group will be a publicly
traded corporate compounder with a portfolio of 42 businesses (as
of September 30, 2023) that have
strong asset bases, operate in resilient industries with high
barriers to entry, and generate strong growth and free cash
flow.
The Transactions, which have been approved by the Boards of
Directors of CorpAcq and Churchill VII, are expected to close in
early 2024 and is subject to approval by Churchill VII's
shareholders, the Registration Statement being declared effective
by the SEC, Churchill VII having available cash at closing of at
least $350 million, net of
transaction fees, and other customary closing conditions. Upon
completion of the Transactions, the combined company will operate
as CorpAcq Group Plc and is expected to be listed on the New York
Stock Exchange under the ticker "CPGR".
In addition, CorpAcq's performance in the first six months of
2023 has been strong, with organic revenue growth of approximately
9% and organic adjusted EBITDA growth of approximately 11%. For the
six months ended June 30, 2023,
CorpAcq had total revenues and adjusted EBITDA of approximately
£341.6 million and £60.6 million, respectively. Further information
on CorpAcq's financial performance for the first six months of 2023
is available in the Registration Statement.
UBS Investment Bank is serving as financial advisor to CorpAcq.
Citigroup Global Markets Inc. is serving as capital markets advisor
to Churchill VII. Reed Smith LLP is serving as legal counsel to
CorpAcq. Weil, Gotshal & Manges LLP is serving as legal counsel
to Churchill VII.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and a diversified portfolio of 42 companies
(as of September 30, 2023) across
multiple large industries. CorpAcq has a track record of unlocking
business potential and long-term growth for small and medium-sized
enterprises through its established M&A playbook
and decentralized operational approach.
CorpAcq's executive team develops close relationships with their
subsidiaries' management to support them with financial and
strategic expertise while allowing them to retain independence to
continue to operate their business successfully. CorpAcq is
headquartered in the United Kingdom.
About Churchill Capital Corp VII
Churchill Capital Corp VII was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses.
Important Notices Relating to Financial Advisors
UBS AG London Branch ("UBS") is authorized and regulated by the
Financial Market Supervisory Authority in Switzerland. It is authorized by the PRA and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. UBS
provided financial advice to CorpAcq and no one else in connection
with the process or contents of this announcement. In connection
with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing
advice in relation to the process, contents of this announcement or
any other matter referred to herein.
Forward-Looking Statements
This communication 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
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target," "continue,"
"could," "may," "might," "possible," "potential," "predict" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Churchill
VII and CorpAcq have based these forward-looking statements on each
of its current expectations and projections about future events.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
operational metrics. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of CorpAcq's and Churchill VII's
respective management teams and are not predictions of actual
performance. Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. 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 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 may
materially differ from assumptions. Many actual events and
circumstances are beyond the control of Churchill VII and CorpAcq.
These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about Churchill VII and
CorpAcq that may cause each of its actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. Such risks and uncertainties include changes in
domestic and foreign business changes in the competitive
environment in which CorpAcq operates; CorpAcq's ability to manage
its growth prospects, meet its operational and financial targets,
and execute its strategy; the impact of any economic disruptions,
decreased market demand and other macroeconomic factors, including
the effect of a global pandemic, to CorpAcq's business, projected
results of operations, financial performance or other financial
metrics; CorpAcq's reliance on its senior management team and key
employees; risks related to liquidity, capital resources and
capital expenditures; failure to comply with applicable laws and
regulations or changes in the regulatory environment in which
CorpAcq operates; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries
that CorpAcq may face; assumptions or analyses used for CorpAcq's
forecasts proving to be incorrect and causing its actual operating
and financial results to be significantly below its forecasts;
CorpAcq failing to maintain its current level of acquisitions or an
acquisition not occurring as planned and negatively affecting
operating results; the inability of the parties to successfully or
timely consummate the Transactions, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect
CorpAcq Group, which will be the combined company upon closing of
the Transactions, or the expected benefits of the Transactions or
that the approval of the shareholders of Churchill VII is not
obtained; the risk that shareholders of Churchill VII could elect
to have their shares redeemed by Churchill VII, thus leaving
CorpAcq Group insufficient cash to complete the Transactions or
grow its business; the outcome of any legal proceedings that may be
instituted against CorpAcq or Churchill VII; failure to realize the
anticipated benefits of the Transactions; risks relating to the
uncertainty of the projected financial information with respect to
CorpAcq; the effects of competition; changes in applicable laws or
regulations; the ability of CorpAcq to manage expenses and recruit
and retain key employees; the ability of Churchill VII or CorpAcq
Group to issue equity or equity linked securities in connection
with the Transactions or in the future; the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries; a potential U.S. government shutdown;
the impact of certain geopolitical events, including wars in
Ukraine and the surrounding region
and the Middle East; the impact of
a current or future pandemic on CorpAcq, Churchill VII or
CorpAcq Group's projected results of operations, financial
performance or other financial metrics, or on any of the foregoing
risks; those factors discussed in under the heading "Risk Factors"
in the Registration Statement, as may be amended from time to time,
and other documents filed, or to be filed, with the SEC by
Churchill VII or CorpAcq Group. If any of these risks materialize
or CorpAcq's or Churchill VII's assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither CorpAcq nor Churchill VII presently know or that CorpAcq
and Churchill VII currently believe 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 CorpAcq's and Churchill VII's expectations,
plans or forecasts of future events and views as of the date of
this communication. CorpAcq and Churchill VII anticipate that
subsequent events and developments will cause CorpAcq's and
Churchill VII's assessments to change. However, while CorpAcq and
Churchill VII may elect to update these forward-looking statements
at some point in the future, CorpAcq and Churchill VII specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing CorpAcq and Churchill
VII's assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements. An investment in CorpAcq,
CorpAcq Group, or Churchill VII is not an investment in any of
CorpAcq's, CorpAcq Group's, or Churchill VII's respective founders'
or sponsors' past investments or companies or any funds affiliated
with any of the foregoing. The historical results of these
investments are not indicative of future performance of CorpAcq,
CorpAcq Group, or Churchill VII, which may differ materially from
the performance of past investments, companies or affiliated
funds.
Non-GAAP Financial Measures
This communication includes certain financial measures not
presented in accordance with UK GAAP or IFRS including, but not
limited to, Adjusted EBITDA, Free Cash Flow, EBITDA Margin, ROIC
and certain ratios and other metrics derived therefrom. These
non-GAAP financial measures are not measures of financial
performance in accordance with UK GAAP, or IFRS or any other GAAP
and may exclude items that are significant in understanding and
assessing CorpAcq's financial results. Therefore, these measures
should not be considered in isolation or as an alternative to net
income, cash flows from operations or other measures of
profitability, liquidity or performance under UK GAAP, IFRS, or any
other GAAP. You should be aware that CorpAcq's presentation of
these measures may not be comparable to similarly-titled measures
used by other companies.
CorpAcq believes these non-GAAP measures of financial results
provide useful information to management and investors regarding
certain financial and business trends relating to CorpAcq's
financial condition and results of operations. CorpAcq believes
that the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing
operating results and trends and in comparing CorpAcq's financial
measures with other similar companies, many of which present
similar non-GAAP financial measures to investors. These non-GAAP
measures are subject to inherent limitations as they reflect the
exercise of judgments by management about which expense and income
are excluded or included in determining these non-GAAP financial
measures.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Transactions and is not
intended to form the basis of any investment decision or any other
decision in respect of the Transactions.
The Registration Statement includes a proxy statement/prospectus
to be distributed to Churchill VII's shareholders and
warrantholders in connection with Churchill VII's solicitation for
proxies for the vote by Churchill VII's shareholders and
warrantholders in connection with the Transactions and other
matters described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued by
CorpAcq Group to Churchill's shareholders and warrantholders in
connection with the completion of the Transactions. Before making
any voting or other investment decisions, Churchill VII's
shareholders and warrantholders and other interested persons are
advised to read the Registration Statement and any amendments
thereto and, once available, the definitive proxy
statement/prospectus, in connection with Churchill VII's
solicitation of proxies for its special meeting of shareholders and
its special meeting of warrantholders to be held to approve, among
other things, the Transactions, as well as other documents filed
with the SEC by Churchill VII or CorpAcq Group in connection with
the Transactions, as these documents will contain important
information about CorpAcq, CorpAcq Group, Churchill VII and the
Transactions. After the Registration Statement has been declared
effective, Churchill VII will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders and warrantholders as of the record date established
for voting on the proposed transaction. Shareholders and
warrantholders may also obtain a copy of the Registration Statement
or definitive proxy statement/prospectus, once available, as well
as other documents filed by Churchill VII with the SEC, without
charge, at the SEC's website located at www.sec.gov or by directing
a written request to Churchill Capital Corp VII at 640 Fifth
Avenue, 12th Floor, New York, NY
10019.
Participants in the Solicitation
CorpAcq, CorpAcq Group, Churchill VII, Churchill Sponsor VII LLC
and their respective directors and executive officers may be deemed
participants in the solicitation of proxies from Churchill VII's
shareholders and warrantholders with respect to the Transactions
and other matters described in the Registration Statement. A list
of the names of Churchill VII's directors and executive officers
and a description of their interests in Churchill VII is set forth
in Churchill VII's filings with the SEC (including the Registration
Statement and Annual Reports and Quarterly Reports filed by
Churchill VII with the SEC on Forms 10-K and 10-Q, respectively)
and are available free of charge at the SEC's website located at
www.sec.gov, or by directing a written request to Churchill Capital
Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the definitive proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the definitive proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication 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 securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Media Contact
Christina Stenson / Michael Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII