- OpSec Group’s portfolio of products, services, and solutions is
designed to address the end-to-end lifecycle of brand and IP
optimization, monetization, and protection.
- Investcorp Europe believes OpSec Group’s financial results are
compelling with approximately $218 million in estimated pro-forma
total revenue in Fiscal 2023 (ended March 31, 2023) along with
EBITDA margin expansion from fiscal 2021 through fiscal 2023.
- Anticipated pro-forma enterprise value of the combined company
is approximately $426 million.
- This transaction is supported by a $50 million backstop by the
sponsor of Investcorp Europe, with up to $199 million in gross
transaction proceeds available to OpSec Group subject to
redemptions by Investcorp Europe shareholders.
- The transaction will partially fund growth initiatives and
expand the portfolio of OpSec Group’s core solutions through
product development and potential acquisitions.
- A webcast of a conference call with OpSec Group and Investcorp
Europe leadership and associated investor presentation is available
at https://www.opsecsecurity.com/investors/.
OpSec Group, a global leader in brand protection solutions and
intellectual property (IP) management, and Investcorp Europe
Acquisition Corp I (Nasdaq: IVCB) (“Investcorp Europe”), a special
purpose acquisition company, today announced they have entered into
a definitive business combination agreement that would result in
OpSec Group becoming a public company. Upon closing of the proposed
business combination, the newly combined company will operate as
OpSec Group.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230426005421/en/
Company Overview
OpSec Group is a global leader in the management and protection
of brands and intellectual property. It helps enterprises optimize,
monetize, and protect the value of their identities, ideas, and
assets through a range of technology-enabled services, products and
solutions. Approximately 5,000 of the world’s most recognized
brands across media and technology, sports and apparel, and
consumer and industrial products, as well as governments and
financial institutions, trust OpSec to help realize the value and
ensure the integrity of their physical and digital IP and brand
portfolios, from trademarks and technology to products and content.
OpSec is currently a portfolio company managed by Investcorp
Technology Partners, which is an affiliate of Investcorp Europe’s
sponsor, and after the proposed business combination a fund managed
by a member within Investcorp Europe’s parent company, Investcorp
Holdings B.S.C., will continue to hold a controlling economic and
voting interest.
On April 18, 2023, OpSec Group acquired Zacco, a leading
intellectual property management and protection company,
headquartered in Copenhagen, Denmark. Bringing with it both a
significant heritage and a pioneering approach to IP, Zacco has
focused on helping customers build and maintain their brand ideas,
identity, and technology within a conventional IP framework. OpSec
Group will combine the respective strengths of the two businesses
to help customers maximize the value of their IP portfolios, take
advantage of new opportunities, and counter vulnerabilities and
threats that these may bring.
For the combined OpSec Group, which includes Zacco, pro-forma
fiscal 2023 revenue is expected to be approximately $218 million.
As a percentage of total, 95% of OpSec’s total revenue is
reoccurring and based on established contractual relationships.
OpSec Group has a strong track record in client service and quality
with approximately 90% retention annually across a base of more
than 5,000 customers. In combination with these strong revenue
dynamics, EBITDA margins have expanded from fiscal 2021 through
fiscal 2023.
Over the company’s multi-decade history, OpSec Group has grown
into a market leader in brand protection and IP management, through
a combination of organic growth and strategic acquisitions. OpSec
operates across six principal market segments including:
- IP portfolio management includes advisory and managed
services across the IP lifecycle, from undertaking IP portfolio
audits, strategies, and registrations, to related IP and digital
services such as validations, renewals, monitoring, and digital
asset management.
- Brand solutions includes licensing, merchandising, brand
enhancement, and product traceability. It typically combines
physical products, such as security labels or apparel trim, with
software that underpins licensing programs and supply chain or
channel compliance.
- Online brand protection includes technology enabled
services to detect and enforce against trademark infringements,
notably counterfeit selling and imitation of brand identity, and
damage to reputation that can result from fraudulent impersonation
of brands.
- Online media protection includes technology enabled
services to detect and enforce against online infringements of
copyrighted digital media, in particular video and music.
- Transaction cards includes high security authentication
features for payment cards, which are specified by the owners of
global payment networks and applied by the card issuers.
- Government solutions includes indirect taxation schemes
for controlled products, such as alcohol and tobacco, as well as
government issued identity and other official documents.
“OpSec Group was founded with the mission to become a leader in
brand protection and enhancement,” said Dr. Selva Selvaratnam, CEO
of OpSec Group. “Our aim is to bring innovation to the way in which
enterprises create and safeguard the significant intangible value
that is embodied in their brands and products. With the global
value of counterfeiting and piracy estimated at $2.8 trillion in
2022, the threat posed by the imitators, content pirates, and
fraudsters is profound, and looks set to increase further given
continued growth in e-commerce, online content, and social media.
Creating, nurturing, and protecting intellectual property and brand
identities in this environment has unquestionably become one of the
defining priorities for leading enterprises. We are thrilled to
partner with Investcorp Europe to expand our presence in this arena
and take advantage of the growth opportunity ahead.”
At OpSec Group, materials scientists, optical engineers, and
product designers work alongside IP professionals, investigators,
online analysts, and software engineers. Its global team of
approximately 1,300 people work to ensure the integrity of brands
and their IP around the world, operating from secure production
facilities, design labs, service hubs, and a security operations
center. Innovation is at the heart of OpSec Group, with a strong
emphasis on engineering talent and a roadmap of compelling new
products, services, and solutions.
“All of us at Investcorp Europe are incredibly excited to be
partnering with OpSec Group on this transaction. Selva and the
impressive OpSec Group leadership team have deep expertise across
all aspects of IP and brand optimization, monetization and
protection,” said Baroness Ruby McGregor-Smith C.B.E., CEO of
Investcorp Europe. “They have built a solid offering that
safeguards some of the world’s most iconic brands, and I believe
that OpSec Group is very well positioned to deliver long-term value
for all stakeholders.”
“Our objective since founding Investcorp Europe has been to both
identify and assist a company in its transition to the public
markets and perhaps more importantly to introduce a differentiated
opportunity that Investcorp Europe believes would be compelling and
attractive to our shareholders,” said Hazem Ben-Gacem, Chairman of
Investcorp Europe and also a Co-CEO at Investcorp Holdings B.S.C.
“We believe the OpSec Group represents a great opportunity to
invest in a truly global, category defining leader in the brand
protection and enhancement fields, and that the structure of this
transaction will position this business to have the opportunity to
execute on an even broader scale.”
OpSec Group Investment Highlights
- A leading global provider in IP/brand optimization,
monetization, and protection with a complete end-to-end
offering.
- Large, fast growing addressable markets, benefitting
from a number of macro trends driving increased spend in
IP/brand.
- Innovation-driven, with solutions enhanced by proprietary
technology and modern software platforms.
- Exceptional caliber of customer base, representing
approximately two-thirds of the world’s Interbrand 100 Best
Global Brands.
- Strong management team with decades of experience and
successful track record of M&A and integration.
- Significant runway for growth through continued
expansion into existing/adjacent markets and capabilities,
including through M&A.
- Compelling financials underpinned by highly reoccurring
revenue base and strong growth and profitability.
Transaction Summary
The pro forma enterprise value of the combined company is
approximately $426 million. This transaction is supported by a $50
million backstop by the sponsor of Investcorp Europe, with up to
$199 million in gross transaction proceeds available subject to
redemptions by Investcorp Europe shareholders. Any incremental
proceeds to be held on balance sheet, with current investors
rolling 96% of their pro forma ownership.
The transaction, which has been unanimously approved by the
boards of directors of OpSec Group and Investcorp Europe, including
a special committee of the board of directors of Investcorp Europe
formed for the purpose of evaluating the transaction, is subject to
approval by Investcorp Europe shareholders and 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 and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Investcorp Europe with the Securities and Exchange
Commission (“SEC”) and will be available at www.sec.gov. OpSec
Holdings, a newly formed exempted company incorporated with limited
liability in the Cayman Islands (“OpSec Holdings”), will be the
surviving public company following the consummation of the business
combination, and will file a registration statement (which will
contain a proxy statement and prospectus) with the SEC in
connection with the transaction.
Advisors
Citigroup Global Markets Inc. ("Citigroup") is acting as capital
markets advisor and Credit Suisse Securities (USA) LLC ("CS") is
serving as financial and capital markets advisor to Investcorp
Europe, while Shearman & Sterling LLP is acting as legal
counsel to Investcorp Europe. Proskauer Rose LLP is acting as legal
counsel to OpSec Group and OpSec Holdings. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as legal counsel to Citigroup and
CS.
Investor Conference Call Information
OpSec Group and Investcorp Europe leadership will host a joint
investor conference call to discuss the proposed transaction today,
April 26, 2023, at 8:30 a.m. ET. A webcast of the prepared remarks,
as well as an associated investor presentation, can be accessed on
OpSec Group investor relations website at
https://www.opsecsecurity.com/investors/.
About Investcorp Europe Acquisition Corp I
Investcorp Europe Acquisition Corp I is a special purpose
acquisition company formed for the purpose effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses in
Western Europe, including the United Kingdom, or Northern Europe
and, opportunistically, in Turkey and businesses focusing on
business services, consumer and lifestyle, niche manufacturing and
technology sectors. Investcorp Europe is led by Chairman Hazem
Ben-Gacem, Vice-Chairman Peter McKellar, CEO Baroness Ruby McGregor
Smith, CBE, CIO Alptekin Diler and CFO Craig Sinfield-Hain.
Investcorp Europe’s initial public offering was in December 2021
and its Class A common stock is listed on the Nasdaq under the
symbol IVCB.
About OpSec Group
OpSec Group is a world leader in the optimization, monetization,
and protection of brands and intellectual property. OpSec Group
traces its origins back over multiple decades and is proud to serve
many of the world’s leading brand owners, licensors, and media
rights owners, as well as governments and financial institutions.
As an innovator and pioneer in IP and brand protection, OpSec Group
addresses brand value and vulnerability across both physical and
digital domains. OpSec Group brings together multiple disciplines,
from IP management and security design to software development, to
ensure that solutions are brand-led, practical, and effective.
Forward-Looking Statements
This press release includes, and oral statements made from time
to time by representatives of Investcorp Europe, OpSec Group and
OpSec Holdings may contain statements that are not historical facts
but are forward looking statements for purposes of the safe harbor
provisions under applicable securities laws, including the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” ”could,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “target,” “goal,” “expect,” “should,”
“would,” “plan,” “predict,” “project,” “forecast,” “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 projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, the expected cash proceeds from the transaction, the
ability to complete the business combination due to the failure to
obtain approval from Investcorp Europe’s shareholders or satisfy
other closing conditions in the business combination agreement, the
occurrence of any event that could give rise to the termination of
the business combination agreement, the ability to recognize the
anticipated benefits of the business combination, the amount of
redemption requests made by Investcorp Europe’s public
shareholders, the estimated implied equity value of the combined
company, OpSec Group’s ability to effectively compete in its
industry, OpSec Group’s ability to scale and grow its business, the
cash position of the combined company following closing and the
timing of the closing of the business combination. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. You should carefully consider the risks and
uncertainties described in Investcorp Europe’s final prospectus,
filed with the SEC on December 17, 2021 (the “Investcorp Europe
Final Prospectus”), and Annual Report on Form 10-K for the year
ended December 31, 2022, in each case, under the heading “Risk
Factors,” and other documents of OpSec Holdings or Investcorp
Europe filed, or to be filed, including the proxy
statement/prospectus, with the SEC. There may be additional risks
that Investcorp Europe, OpSec Group and OpSec Holdings presently do
not know or that they 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
reflect Investcorp Europe’s, OpSec Group’s and OpSec Holdings’
expectations, plans or forecasts of future events and views as of
the date of this press release. Investcorp Europe, OpSec Group and
OpSec Holdings anticipate that subsequent events and developments
will cause their assessments to change. However, while Investcorp
Europe, OpSec Group and OpSec Holdings may elect to update these
forward-looking statements at some point in the future, Investcorp
Europe, OpSec Group and OpSec Holdings specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Investcorp Europe’s, OpSec Group’s and
OpSec Holdings’ 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.
Additional Information and Where to Find It
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
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, and otherwise in accordance with
applicable law.
In connection with the proposed transaction, OpSec Holdings
intends to file with the SEC a registration statement on Form F-4,
which will include a preliminary proxy statement/prospectus and
other relevant documents, which will be both the proxy statement to
be distributed to Investcorp Europe’s shareholders in connection
with Investcorp Europe’s solicitation of proxies for the vote by
Investcorp Europe’s shareholders with respect to the proposed
business combination and other matters as may be described in the
registration statement, as well as the prospectus relating to the
offer and sale of the securities of OpSec Holdings to be issued in
connection with the business combination. SHAREHOLDERS OF
INVESTCORP EUROPE ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE PROPOSED TRANSACTION THAT OPSEC HOLDINGS AND
INVESTCORP EUROPE WILL FILE WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Shareholders and investors
will be able to obtain free copies of the proxy statement and other
relevant materials (when they become available) and other documents
filed by OpSec Holdings and Investcorp Europe at the SEC’s website
at www.sec.gov. Copies of the proxy statement/prospectus (when they
become available) and the filings that will be incorporated by
reference therein may also be obtained, without charge, on
Investcorp Europe’s website at www.investcorpspac.com or by
directing a request to: Investcorp Europe Holdings Acquisition
Corporation, Century Yard, Cricket Square, Elgin Avenue, P.O. Box
1111, George Town, Grand Cayman, Cayman Islands KY1-1102,
Attention: Chief Executive Officer
Participants in the Solicitation
Each of Investcorp Europe, OpSec Group and OpSec Holdings and
their respective directors, executive officers and certain
employees, may be deemed, under SEC rules, to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information regarding Investcorp Europe’s directors and executive
officers is available in Investcorp Europe’s final prospectus dated
December 17, 2021 relating to its initial public offering and in
Investcorp Europe’s subsequent filings with the SEC. Other
information regarding OpSec Group and OpSec Holdings and the other
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC (when they become
available). These documents can be obtained free of charge from the
sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230426005421/en/
Media: Dan Brennan - ICR OpSecPR@icrinc.com
Investors: Ryan Flanagan OpSecIR@icrinc.com
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