- Noventiq (LSE: NVIQ) is a leading provider of digital
transformation and cybersecurity solutions and services focused on
high-growth emerging markets
- The transaction values Noventiq at a pro-forma enterprise
value and pro-forma equity market cap of approximately $800 million
and $1 billion, respectively
- No minimum amount of equity or debt financing is required to
close the transaction
- Noventiq is on track to report record turnover of
approximately $1.5B in FY 2022, underpinned by an expanding
recurring revenue base and history of profitable growth
- Noventiq operates in almost 60 countries with deep local
expertise, connecting 75,000 customers and industry-leading
strategic partners including Microsoft, Amazon Web Services and
Google
- Noventiq continuously extends its portfolio with new service
offerings in domains including multi-cloud, software engineering
and integration, cyber security and artificial
intelligence
- Noventiq intends to de-list from the London Stock Exchange
and list on Nasdaq through the merger
Noventiq (LSE: NVIQ) (“Noventiq”), a global digital
transformation and cybersecurity solutions and services provider,
and Corner Growth Acquisition Corp. (Nasdaq: COOL) (“Corner
Growth”), a special purpose acquisition company led by veteran
technology investors (“Sponsors”), today announced they have
entered into a business combination agreement that is expected to
result in the combined company (“Combined Company”) being listed on
Nasdaq under the symbol “NVIQ”. The Combined Company will operate
under the same management team, including Hervé Tessler, Chief
Executive Officer, and Sergey Chernovolenko, President & Chief
Operating Officer, with current Noventiq shareholders rolling 100%
of their equity into the Combined Company.
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The proposed business combination (“Business Combination”) is
expected to provide Noventiq with improved access to new sources of
capital, accelerate M&A opportunities, and enhance its reach
and capabilities in fast-growing in-house technology development in
cyber security, generative-AI, and other high-margin products and
tools.
Hervé Tessler, CEO of Noventiq Group, said:
“Noventiq has an established history of delivering digital
transformation and cybersecurity solutions and services to high
growth markets. The backbone of our success is a highly
decentralized, expert team of thought leaders across the almost 60
countries we serve. As a responsible organisation, we believe that
it is our duty to create value not only for our shareholders but
also for our employees, customers, and technology partners. We are
proud to collaborate with the incredible team at Corner Growth on
this transaction and are confident that it will propel our efforts
globally and open a pathway for a broader set of public investors
to participate in our important work.”
Marvin Tien, Co-Chairman & CEO of Corner Growth,
said:
“Hervé, Sergey, and the impressive Noventiq management team are
leading the way in delivering digital success to growth markets,
leveraging best-in-breed technology partnerships and unrivaled
local expertise in the markets they serve. With our unique
relationships in the Asia-Pacific region and decades of
technology-driven investment experience, we believe we can help
deliver long-term value for all stakeholders in this
transaction.”
Noventiq Investment Highlights
- Leading enabler of digital success. Noventiq sits at the
heart of the $3.8 trillion digital transformation and cybersecurity
ecosystem.
- Global reach and focus on high growth emerging markets.
These growing markets represent a substantial total addressable
market (TAM) – estimated to grow at an approximately 9%CAGR from
$330 billion in 2020 to approximately $500 billion in 20251 – and
are underserved and historically difficult to penetrate. Noventiq’s
extensive global reach, coupled with a strong local presence and
recognized execution capability, uniquely positions it for success
in these markets.
- Strategic partnerships amplify growth strategy and widen
Noventiq’s competitive reach. Noventiq ranks as a premier
partner for the top public cloud companies globally, including
Microsoft – as well as other key technology players such as AWS and
Google. Noventiq has collaborated with Microsoft for over 25 years,
becoming a leading strategic partner in a large number of growing
markets, and is focused on continuing to expand its services
footprint, while also actively delivering other partners’
technologies as part of its portfolio of customer outcome-focused
solutions.
- Consolidator with track record of successful M&A. 14
companies acquired since 2020 including multiple transactions in
2022/2023, with a strategic approach towards geographic, portfolio
and sales channel expansion.
- Inclusive and diverse culture, industry leading talent and
unparalleled local expertise. Noventiq is a people-first and
customer-centric organization. Eighty-five percent of headcount is
customer facing and is led by a low-turnover, long-tenured
management team with deep experience in developing markets and
providing services to Fortune 500 global operations.
- New product lines and product categories on the horizon.
Significant organic growth opportunities in selling in-house
developed solutions like enterprise-grade smart assistants powered
by generative AI, Microsoft Azure OpenAI Service, and other
services and tools to new and existing customers. These are key
drivers in growing high-margin solutions through Noventiq’s land
and expand model.
Expanding recurring revenue base with history of profitable
growth
Noventiq is on track to report record revenue and gross profit
for the fiscal year ended March 31, 2023. As announced on February
28, 2023:
- Q3 2022 turnover was $398.8 million, an increase of 45% in USD,
and 57% in constant currency. For the nine months ended December
31, 2022, turnover was $1,089.9 million, an increase of 37% in USD,
and 49% in constant currency.
- Q3 YTD FY2022 turnover was close to the level of turnover
delivered for the whole of the prior year FY2021.
- Q3 2022 gross profit was $71.4 million, an increase of 75% in
USD, and 82% in constant currency. For the 9 months ended December
31, 2022, gross profit was $167.2 million, an increase of 65% in
USD, and 73% in constant currency.
- Q3 YTD FY2022 gross profit of $167.2 million was more than was
delivered for the whole of the prior year FY2021 ($146
million).
Transaction summary
Upon closing of the transaction, and assuming no stockholders of
Corner Growth redeem their shares, Noventiq will have $278M pro
forma cash on balance sheet, consisting of $112 million in
anticipated new financing proceeds and $191 million in existing
cash (as of 12/31/2022), less $25 million in transaction fees.
Existing Noventiq shareholders are expected to own 84.7% of the
fully diluted shares of the Combined Company, with public
stockholders of Corner Growth expected to own 10.6%, and the
Sponsors expected to own 4.7%.
The transaction, which has been approved unanimously by the
Boards of Directors of both Noventiq and Corner Growth, is subject
to approval by Corner Growth’s and Noventiq’s stockholders and
subject to other customary closing conditions, including the
receipt of certain regulatory approvals, and is expected to close
in the second half of 2023.
Additional information about the proposed transaction, including
a copy of the business combination agreement will be provided in a
Current Report on Form 8-K to be filed by Corner Growth with the
Securities and Exchange Commission (“SEC”) and will be available at
www.sec.gov.
Additional Information about the Transaction and Where to
Find It
In connection with the Business Combination, Corner Growth
intends to file with the SEC and Registration Statement on Form F-4
(the “Registration Statement”), which will include a preliminary
prospectus and preliminary proxy statement. Corner Growth will mail
a definitive proxy statement and other relevant documents to its
shareholders. This communication is not a substitute for the
Registration Statement, the definitive proxy statement or any other
document that Corner Growth will send to its shareholders in
connection with the Business Combination. Investors and security
holders of Corner Growth are advised to read, when available, the
proxy statement in connection with Corner Growth’s solicitation of
proxies for its special meeting of shareholders to be held to
approve the Business Combination (and related matters) because the
proxy statement will contain important information about the
Business Combination and the parties to the Business Combination.
The definitive proxy statement will be mailed to shareholders of
Corner Growth as of a record date to be established for voting on
the Business Combination. Shareholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC’s website www.sec.gov or by directing a request to:
ryan.flanagan@icrinc.com.
Participants in the Solicitation
Corner Growth, Noventiq and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Corner Growth’s shareholders in
connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names
and interests in the Business Combination of Corner Growth’s
directors and officers in Corner Growth’s filings with the SEC
including the Registration Statement to be filed with the SEC by
Corner Growth, which will include the proxy statement Corner Growth
for the Business Combination, and such information and names of
Noventiq’s directors and executive officers will also be in the
Registration Statement filed with the SEC by Corner Growth, which
will include the proxy statement of Corner Growth for the Business
Combination.
About Noventiq
Noventiq is a leading global solutions and services provider in
digital transformation and cybersecurity, headquartered in London.
Noventiq enables, facilitates and accelerates the digital
transformation of its customers' businesses, connecting over 75,000
organisations from all industries with hundreds of best-in-class IT
vendors, and delivering its own services and solutions.
Noventiq delivered a turnover of approximately US$1.1 billion in
the fiscal year of 2021. Noventiq’s c. 6,400 employees work in
almost 60 countries throughout Asia, Latin America, Europe, The
Middle East and Africa – with a focus on markets with significant
growth potential.
Additional information about Noventiq can be found here:
https://noventiq.com/investor-relations
About Corner Growth Acquisition Corp.
Corner Growth Acquisition Corp. (Nasdaq: COOL) is a special
purpose acquisition company (SPAC) focused on partnering with a
high growth technology company. Corner Growth’s mission is to
deliver value to its investors by providing a compelling
alternative to a traditional public offering. Corner Growth is
uniquely positioned to deliver on its value-add approach given its
management team’s history, experience, relationships, leadership
and track record in identifying and investing in disruptive
technology companies across all technology verticals.
Corner Growth also brings a group of highly respected investment
professionals, with strong track records and deep individual
experience in SPAC and de-SPAC processes, a rolodex of premier
public market investors, and a team of advisors who offer
experience and access to networks across a broad functional and
physical geography.
Forward Looking Statements
Certain statements made herein that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under The 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 future events, the Business Combination
between Corner Growth and Noventiq, the estimated or anticipated
future results and benefits of the Combined Company following the
Business Combination, including the likelihood and ability of the
parties to successfully consummate the Business Combination, future
opportunities for the Combined Company, and other statements that
are not historical facts. These statements are based on the current
expectations of Corner Growth’s management and are not predictions
of actual performance. 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 will differ from assumptions. Many
actual events and circumstances are beyond the control of Corner
Growth and Noventiq. These statements are subject to a number of
risks and uncertainties regarding Corner Growth’s businesses and
the Business Combination, and actual results may differ materially.
These risks and uncertainties include, but are not limited to,
general economic, political and business conditions; the inability
of the parties to consummate the Business Combination or the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement;
the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the Business Combination;
the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the
Business Combination; the risk that the approval of the
shareholders of Corner Growth or Noventiq for the potential
transaction is not obtained; failure to realize the anticipated
benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in
integrating the businesses of Corner Growth or Novenitq; the risk
that the Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the Business
Combination; the ability of the Combined Company to grow and manage
growth profitably and retain its key employees; the amount of
redemption requests made by Corner Growth’s shareholders; the
inability to obtain or maintain the listing of the post-acquisition
company’s securities on Nasdaq following the Business Combination;
costs related to the Business Combination; and those factors
discussed in Corner Growth’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, filed with the SEC on March
31, 2021, in Corner Growth’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, filed with the SEC on March
31, 2023, and other filings with the SEC. If any of these risks
materialize or if assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that Corner Growth
presently does not know or that Corner Growth currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide Corner Growth’s expectations,
plans or forecasts of future events and views as of the date of
this communication. Corner Growth anticipates that subsequent
events and developments will cause Corner Growth’s assessments to
change. However, while Corner Growth may elect to update these
forward-looking statements at some point in the future, Corner
Growth specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Corner Growth’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.
Disclaimer
This release shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
The unaudited estimated financial results for Noventiq included
in this release are preliminary and subject to revision based upon
the completion of Noventiq’s fiscal year-end audit. As a result,
Noventiq’s actual results for the fiscal year ended March 31, 2023
may differ materially from the estimated preliminary unaudited
financial results upon the completion of the Noventiq’s financial
closing procedures, as a result of the fiscal year-end audit, or
upon occurrence of other developments that may arise prior to the
time its financial results are finalized. Additional information
and disclosures would be required for a more complete understanding
of Noventiq’s financial position and results of operations as of,
and for the fiscal year ended, March 31, 2023.
1 AMR International (now STAX).
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Noventiq Contacts
Investors: Steven Salter Global Investor Relations VP
IR@noventiq.com
Media: Rocio Herraiz Global Head of Communications
pr@noventiq.com
Corner Growth Contacts
Investors: Ryan Flanagan, ICR
ryan.flanagan@icrinc.com
Media: Brian Ruby, ICR Brian.ruby@icrinc.com
Corner Growth Acquisition (NASDAQ:COOL)
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