TEL-AVIV, Israel, Jan. 2, 2024 /PRNewswire/ -- Israel Acquisitions
Corp. (NASDAQ: ISRL) (NASDAQ: ISRLU) (NASDAQ: ISRLW) ("ISRL") , a
publicly-traded special purpose acquisition company, and Pomvom
Ltd.(TASE: PMVM) ("Pomvom" or the "Company"), a technology company
that develops experiential content to amusement parks and
attractions globally, replacing operative physical solutions, today
announced a definitive business combination agreement at a total
equity value for Pomvom of $125 million
USD (the "Business Combination Agreement"). The combined
company will trade on the Nasdaq and leverage Pomvom's leading
technology augmented with the expertise of the ISRL team.
Pomvom serves many of the largest theme park and attraction
operators globally, including, parent companies Six Flags, Warner
Bros., and Merlin Entertainment. Strategic long-term agreements
signed in 2023 with Warner Bros. and Six Flags are expected to
increase the number of partner sites for Pomvom to 47 sites by the
end of 2024 — an impressive 23% increase from its current 38 sites,
and to accelerate growth in 2024 and onwards. Pomvom's launch of
digital content across its partner sites is expected to leverage
its new online platform and accelerate long-term growth.
Pomvom revenues in 2022 were approximately NIS 192.7 million ($57.4
million). For the nine months ending September 2023 its revenues totaled NIS 165.1 million ($45.3
million), with revenues from its digital platform of
NIS 57 million ($15.6 million), or 34% of total revenues,
representing 139% growth compared to revenues during the same
period 2022 of NIS 23.8 million
($7.1 million), or 16% of total
revenues. Upon completion of the transaction, including the capital
injection of at least $20 million
from the business combination, the Company aims to achieve a growth
plan based on existing contracts and potential new wins in 2024
targeting at least a 30% increase in top-line revenues, with a 2024
expectation of reaching a positive adjusted EBITDA.
Izhar Shay, Chairman of ISRL's
Board of Directors: "The business combination agreement
signifies a momentous step forward, aligning with the vision set
when we took our SPAC public last year. We believe Pomvom's unique
combination of technology, product innovation, and creative content
design positions the company to capitalize on multiple growth
opportunities in the Immersive Location-based entertainment
experiences industry, both in the US and worldwide. Collaborating
together, we expect Pomvom to become a strategic partner of the
largest amusement parks, attractions, and entertainment groups
globally in coming years."
Yehuda Minkovicz, Pomvom's Founder and CEO: "This
business combination is a significant milestone for Pomvom,
reflecting the confidence of key figures in the hi-tech and
financial industries in Israel and
the United States. We look forward
to work collaboratively to complete the transaction, with a shared
objective of accelerating Pomvom's technology development and
global presence in the coming years. I would like to extend my
gratitude to Pomvom's and ISRL's teams for their efforts,
dedication and perseverance, in advancing this merger despite the
challenging times in Israel."
Transaction Details:
- The Board of Directors of both ISRL and Pomvom have
unanimously approved the Business Combination Agreement and signed
transaction support agreements in favor of the transaction.
- Minimum cash condition of $20
million, of which will be a combination of the net amount
in ISRL's trust account, together with new money that will be
raised.
- Pomvom shareholders holding a majority of the Company's issued
share capital will sign support agreements displaying support of
the transaction within 30 days of the Business Combination
Agreement.
- The combined company's Board of Directors will have up to 7
directors in the first stage, of which 2 directors will be
nominated by ISRL and up to 5 directors will be nominated by
the Company. Existing Pomvom management is expected to operate the
combined company.
- The parties anticipate completing the business combination by
the end of Q3 2024, contingent upon satisfying all closing
conditions, including shareholder approvals, regulatory consents,
and compliance with legal and tax requirements.
- Pomvom's officers, directors, and >10% shareholders, as well
as ISRL's sponsor will enter into a 12 month lock-up agreement,
with a further staggered release of up to 12 months, from the
closing of the business combination.
- At the closing of the transaction, Pomvom will be delisted
from the Tel Aviv Stock Exchange and listed solely on the Nasdaq in
the United States.
Advisors:
Tiberius Capital Markets, a division of Arcadia Securities is
acting as Financial Advisor to Israel Acquisitions Corp, with Reed
Smith LLP, Naschitz Brandes Amir, and Stuarts Humpries acting as
Legal Advisors.
Roth Capital Partners is acting as Financial Advisor to Pomvom,
with Greenberg Traurig, LLP, Goldfarb Gross
Seligman & Co., and Barnea Jaffa Lande acting as Legal
Advisors.
About Pomvom Ltd.:
Pomvom, which is traded on the Tel-Aviv Stock Exchange, (TASE:
PMVM), is a technology company, which develops and provides
experiential documentation solutions to the global amusement parks
and attractions market, which replace the existing operative
photographic solutions. The Company has developed a digital
platform, which combined innovative technology for photographing
and creating content, automatically in a cloud environment, the
distribution and the sale thereof to the ultimate user for the
purpose of their personal use and for sharing on social networks.
The Company provides its customers with comprehensive media
documentation services, which is done, inter alia, by means of the
digital platform, in addition to which it provides photographic
equipment and manpower, the creation of content and media
processing, printing or the distribution of pictures and the sale
thereof to visitors to amusement parks and attractions.
The Company has exclusive agreements with dozens of amusement
parks in Europe, in the
USA and in Japan, and potential access to tens of
millions of visitors each year.
Pomvom's Chairman is Alon Shtruzman, a media and entertainment
executive who served in senior management positions in Israeli,
U.S. and international companies.
The Company's head office is located in Tel Aviv and it also has offices in
Europe, in the USA and in Japan.
See the Company's website: Pomvom - Any media. Any device.
Anyone for additional details.
About Israel Acquisitions Corp.:
Israel Acquisitions Corp is a Cayman
Islands exempted company incorporated as a blank-check
company. Formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more
businesses or entities. The Company intends to focus on high-growth
technology companies that are domiciled in Israel, and that either carry out all or a
substantial portion of their activities in Israel or have some other significant Israeli
connection. The management team is led by Chairman, Izhar Shay, Chief Executive Officer,
Ziv Elul, and Chief Financial
Officer, Sharon Barzik Cohen.
Forward-Looking Statements:
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed business
combination ISRL and Pomvom, ISRL and Pomvom's ability to
consummate the transaction, the expected closing date for the
transaction, the benefits of the transaction and the public
company's future financial performance following the transaction,
as well as ISRL's and Pomvom's strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management are forward
looking statements. When used herein, including any oral statements
made in connection herewith, the words "anticipates,"
"approximately," "believes," "continues," "could," "estimates,"
"expects," "forecast," "future, " "intends," "may," "outlook,"
"plans," "potential," "predicts," "propose," "should," "seeks,"
"will," or the negative of such terms and other similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words. Such
forward-looking statements are subject to risks, uncertainties, and
other factors, which could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by both
ISRL and its management, and Pomvom and its management, as the case
may be, are inherently uncertain. Except as otherwise required by
applicable law, ISRL disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date hereof. ISRL cautions you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control
of ISRL. There may be additional risks that neither ISRL nor Pomvom
presently know of or that ISRL or Pomvom currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. 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. You should not place
undue reliance on forward-looking statements, which speak only as
of the date they are made. Author and any of their affiliates,
directors, officers and employees expressly disclaim any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement to reflect events or circumstances after
the date on which such statement is being made, or to reflect the
occurrence of unanticipated events.
Additional Information and Where to Find It:
Additional information about the proposed business combination,
including a copy of the business combination agreement, is
disclosed in the Current Report on Form 8-K that ISRL filed with
the SEC on January 2, 2024 and is
available at www.sec.gov. In connection with the proposed
transaction, the Company intends to file a registration statement,
which will include a preliminary proxy statement/prospectus with
the SEC. The proxy statement/prospectus will be sent to the
stockholders of the Company. The Company and Pomvom also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of the Company are urged to read the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
No Offer or Solicitation:
This communication is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Business
Combination. This communication shall also 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. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Investor Contact:
Meirav Gomeh-Bauer
+972-54-476-4979
Meirav@bauerg.com
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