- On May 4, 2023, Noventiq and Corner Growth entered into a
business combination agreement that is expected to result in the
combined company being listed on Nasdaq under the symbol
“NVIQ”.
- Noventiq reported record gross revenue of $1.6 billion for FY23
(the 12 months ended March 31, 2023), delivering an increase of 52%
in constant currency. Gross margin for the year was 15%, excluding
the impact of changes in accounting policy under IAS 8.
- Noventiq is targeting gross revenue of at least $2.1B for FY24
(the 12 Months ending March 31, 2024), representing at least 34%
growth in reported currency. This level of gross revenue growth
would represent almost doubling the size of the business over two
years. The company is targeting gross profit of $240 million, which
would represent 36% growth for FY24. Noventiq aims to deliver
adjusted EBITDA of $65 million, implying a margin on gross profit
of 27% for FY24.
- A webcast with Noventiq and Corner Growth leadership and an
associated investor presentation is available at
https://noventiq.com/investor-relations/nasdaq-materials.
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 published their investor
presentation and will host a conference call and webcast to discuss
the proposed transaction, business momentum, recently reported
results and its financial outlook.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230613415945/en/
Hervé Tessler, CEO of Noventiq Group, Said:
“Noventiq is leading the charge in delivering digital
transformation to high growth markets. Strength in our recently
reported FY23 results, combined with the healthy outlook we are
providing today, reaffirms our commitment to delivering profitable
growth and driving value for all our stakeholders. With a highly
reputable partner in Corner Growth, we are confident that our
proposed Nasdaq listing will open a pathway for broader
participation by public investors.”
Marvin Tien, Co-Chairman & CEO of Corner Growth,
Said:
“We believe Noventiq is a truly transformative company, one that
can contribute meaningfully to value-creation and growth for its
vendors and customers globally. Led by an impressive management
team, Noventiq has demonstrated a consistent track record of
profitable execution, making the company a great fit for Corner
Growth and for the US public markets.”
Business Combination Agreement
As previously announced on May 4, 2023, Noventiq and Corner
Growth 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 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 technology development in
cybersecurity, generative AI, and other high-margin solutions and
tools.
Strong Q4 and FY 2023 Financial Results
- Record gross revenue of $1.6 billion for FY23, an increase of
40% in USD, and 52% in constant currency. This represents
approximately $500 million incremental gross revenue over the prior
year, and includes record gross revenue of $480.7 million for the
fourth quarter, an increase of 46% in USD, and 59% in constant
currency.
- Gross profit in the fourth quarter was $52.6 million, an
increase of 61.1%. For FY23, gross profit was $176.3 million, an
increase of 50.7%. In Q4, the company implemented a change in
accounting policy under IAS 8 which impacted Gross Profit by $15.2
million in Q4, and $58.7 million in FY23. Adjusting for this, gross
profit was $67.7 million in Q4, and $235 million for FY23.
- Adjusted EBITDA was $32.5 million for FY23. Adjusted EBITDA in
the fourth quarter was $11.6 million, reflecting a margin on gross
profit of 22.1%.
- The company exceeded all key elements of its business outlook
for the full year. This was driven by broad based geographic gross
revenue growth, with double-digit increases across all four regions
in FY23, including strength in India.
- Noventiq reported broad based strength with double or
triple-digit growth across its three business segments for FY23.
Services gross revenue growth was 109%, which represented 41% share
of gross profit. Hardware gross revenue growth was 185%, and
Software & Cloud gross revenue growth was 29%.
- Recurring gross revenue was 69% in FY23, with growth of 41% in
USD year-over-year.
FY 2023 Business Highlights
- Expanded geographic footprint, establishing presence in eight
new countries this year.
- Destination for talent, with 6,400 people, up 70%
year-over-year overall, and up 81% in Services.
- Enhancing Microsoft capabilities and expanding in existing and
new geographies.
- Investment in growth based on capabilities related to key
vendors including AWS, Apple, and Google.
- Continued investment and execution of M&A strategy with
seven transactions announced, enhancing skills, capabilities and
geographic presence.
Business Outlook
The company is providing a business outlook for FY24. The
business outlook reflects a continuation of a solid demand
environment. While the company expects continued strong demand from
its customers for digital transformation, it remains mindful of the
continued broader economic and geopolitical uncertainty.
For FY24, Noventiq is targeting gross revenue of at least $2.1B,
representing at least 34% growth in reported currency. This level
of gross revenue growth would represent almost doubling the size of
the business over two years.
The company is targeting gross profit of $240 million, which
would represent 36% growth, and adjusted EBITDA of $65 million,
which is a 27% margin on gross profit. Similar to last year, based
on the timing impact of investments, and the seasonality of its
business, Noventiq expects adjusted EBITDA margin to be lower than
the full year range in the first half of the year and higher in the
second half.
Transaction Summary
Upon closing of the transaction, and assuming no stockholders of
Corner Growth redeem their shares, Noventiq will have $278 million
pro forma cash on balance sheet, consisting of $112 million in
anticipated new financing proceeds and $135 million in existing
cash (as of 3/31/2023), less $25 million in transaction fees.
Existing Noventiq shareholders are expected to own 82.2% of the
fully diluted shares of the Combined Company, with public
stockholders of Corner Growth expected to own 11.9%, and the
Sponsors expected to own 5.9%.
The Combined Company will operate under the same management
team, including Hervé Tessler, Chief Executive Officer, Sergey
Chernovolenko, President & Chief Operating Officer, and Burak
Ozer, Chief Financial Officer with current Noventiq shareholders
rolling 100% of their equity into the Combined Company.
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 calendar year 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.
Investor Conference Call Information
Noventiq and Corner Growth leadership will host a joint investor
conference call to discuss the proposed transaction today, June 13,
2023, at 8:30 a.m. ET. A webcast of the prepared remarks, as well
as an associated investor presentation, can be accessed on the
Noventiq investor relations website at
https://noventiq.com/investor-relations/nasdaq-materials.
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 80,000
organizations from all industries with hundreds of best-in-class IT
vendors, and delivering its own services and solutions.
Noventiq delivered gross revenue of approximately US$1.6 billion
in the fiscal year of 2023. 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,” “target,” “aim,” “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, statements regarding
Noventiq's future financial position, and other statements that are
not historical facts. These statements are based on the current
expectations of Corner Growth’s management and/or Noventiq’s
management, as applicable, 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 Noventiq’s business, 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 Noventiq; 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; the impact of competitive products and pricing on
Noventiq; Noventiq’s ability to offer vendors’ products for sale to
customers and to earn incentives on such sales; demand for
Noventiq’s services and solutions; the ability of Noventiq to
achieve operating synergies from acquired businesses; the
successful integration of acquired businesses; breaches in
cybersecurity or disruption to IT systems; Noventiq’s ability to
attract, hire, train and retain experienced personnel; fluctuations
in currency exchange rates; the ability to comply with the laws and
regulations across the markets in which Noventiq operates; other
risks and uncertainties detailed from time to time in Noventiq's
filings with regulatory authorities; 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 and/or Noventiq
presently do not know or that Corner Growth and/or Noventiq
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide the
expectations, plans or forecasts of future events and views of
Corner Growth and/or Noventiq as of the date of this communication.
Corner Growth and Noventiq anticipate that subsequent events and
developments will cause their assessments to change. However, while
Corner Growth and/or Noventiq may elect to update these
forward-looking statements at some point in the future, Corner
Growth and Noventiq specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing Corner Growth’s and/or Noventiq’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230613415945/en/
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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