PETAH TIKVA, Israel, May 17,
2021 /PRNewswire/ -- Cellebrite DI Ltd. ("Cellebrite"), the
global leader in Digital Intelligence solutions for the public and
private sectors, today announced that it has filed with the U.S.
Securities and Exchange Commission ("SEC") a registration statement
on Form F-4 (the "Registration Statement"), which contains a
preliminary proxy statement/prospectus, in connection with the
previously announced proposed business combination with TWC Tech
Holdings II Corp. ("TWC Tech Holdings"), a publicly traded special
purpose acquisition company (the "Business Combination"). While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about Cellebrite and TWC Tech Holdings, as
well as the Business Combination. After the Registration
Statement is declared effective, the definitive proxy
statement/prospectus as well as other relevant documents will be
mailed to shareholders of TWC Tech Holdings as of a record date to
be established for voting on the Business Combination.
TWC Tech Holdings' Class A common stock is currently traded on
Nasdaq Capital Market ("Nasdaq") under the ticker symbol
"TWCT." In connection with the closing of the Business
Combination, subject to approval, Cellebrite intends to apply to
have its ordinary shares listed on Nasdaq under the new ticker
symbol "CLBT." Completion of the Business Combination,
expected in the second or third quarter of 2021, is subject to
approval by Cellebrite's and TWC Tech Holdings' shareholders,
respectively, satisfaction or waiver of the closing conditions
identified in the merger agreement, the Registration Statement
being declared effective by the SEC, and other customary closing
conditions.
About Cellebrite
Cellebrite's mission is to enable its customers to protect and
save lives, accelerate justice, and preserve privacy in communities
around the world. Cellebrite is the global leader in Digital
Intelligence solutions for the public and private sectors,
empowering organizations to master the complexities of legally
sanctioned digital investigations by streamlining intelligence
processes. Trusted by thousands of leading agencies and companies
in more than 140 countries, Cellebrite's Digital Intelligence
platform and solutions transform how customers collect, review,
analyze and manage data in legally sanctioned investigations. To
learn more visit us at www.cellebrite.com and
https://www.cellebrite.com/en/investors.
About TWC Tech Holdings II Corp.
TWC Tech Holdings II Corp. is a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination. TWC Tech Holdings raised $600
million in its initial public offering in September 2020. TWC Tech Holdings securities are
listed on Nasdaq under the ticker symbols "TWCT," "TWCTU" and
"TWCTW."
About True Wind Capital
True Wind Capital is a San
Francisco-based private equity firm focused on investing in
leading technology companies. True Wind has a broad investing
mandate, with deep industry expertise across software, tech-enabled
services, and hardware.
Caution Regarding Forward Looking Statements
Certain statements in this press release are forward-looking
statements. Forward-looking statements generally relate to future
events including future financial or operating performance of
Cellebrite. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict,"
"potential" or "continue," or the negatives of these terms or
variations of them or similar terminology. 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 Cellebrite and its
management, are inherently uncertain. Such forward-looking
statements may include estimated financial information.
Such-forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of TWC Tech Holdings, Cellebrite or the combined company
after completion of the Business Combination are based on current
expectations that are subject to risks and uncertainties. A number
of factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Business Combination; (2) the inability to
complete the Business Combination due to the failure to obtain
approval of the shareholders of Cellebrite and TWC Tech Holdings or
other conditions to closing; (3) the ability to meet Nasdaq's
listing standards following the completion of the Business
Combination; (4) the risk that the Business Combination disrupts
current plans and operations of Cellebrite as a result of the
announcement; (5) the ability to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (6)
costs related to the Business Combination; (7) changes in
applicable laws or regulations; (8) the possibility that Cellebrite
may be adversely affected by other economic, business, and/or
competitive factors; and (9) other risks and uncertainties
indicated from time to time in other documents filed or to be filed
with the SEC by Cellebrite. You are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. TWC Tech Holdings and Cellebrite undertake no
commitment to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law.
Nothing in this press release 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 these forward-looking
statements, which speak only as of the date they were made. None of
TWC Tech Holdings or Cellebrite undertakes any duty to update these
forward-looking statements except as may be required by law.
Additional Information
This communication is being made in respect of the Business
Combination involving Cellebrite and TWC Tech Holdings. 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 such jurisdiction. In connection with the
Business Combination, Cellebrite has filed with the SEC the
Registration Statement that includes a proxy statement of TWC Tech
Holdings in connection with TWC Tech Holdings' solicitation of
proxies for the vote by TWC Tech Holdings' shareholders with
respect to the Business Combination and other matters as may be
described in the Registration Statement. Cellebrite and TWC Tech
Holdings also plan to file other documents with the SEC regarding
the Business Combination and a proxy statement/prospectus will be
mailed to holders of shares of TWC Tech Holdings' Class A ordinary
shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE BUSINESS COMBINATION AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
The proxy statement/prospectus, as well as other filings containing
information about Cellebrite and TWC Tech Holdings will be
available without charge at the SEC's website (http://www.sec.gov),
or at Cellebrite's website at www.cellebrite.com, or by directing a
request to: TWC Tech Holdings II Corp., Four Embarcadero Center,
Suite 2100, San Francisco, CA
94111.
Participants in the Solicitation
Cellebrite and TWC Tech Holdings and their respective directors
and officers may be deemed participants in the solicitation of
proxies of TWC Tech Holdings shareholders in connection with the
Business Combination. TWC Tech Holdings shareholders, Cellebrite's
shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of Cellebrite and TWC Tech Holdings at Cellebrite's
website at www.cellebrite.com, or in TWC Tech Holdings' Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, respectively.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TWC Tech
Holdings' shareholders in connection with the Business Combination
will be set forth in the proxy statement/prospectus for the
Business Combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Business Combination will be
included in the proxy statement/prospectus filed with the SEC in
connection with the Business Combination.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination and shall not constitute an
offer to sell or exchange, or a solicitation of an offer to buy or
exchange, the securities of Cellebrite, TWC Tech Holdings or the
combined company, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
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.
Contacts
For Cellebrite:
Media
Adam Jaffe
VP of Global Communications
adam.jaffe@cellebrite.com
+1 973 206 7643
Investors
Anat Earon-Heilborn
VP, Investor Relations
+972 73 394 8440
investors@cellebrite.com
For TWC Tech Holdings:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
TWCT@gasthalter.com
+1 (212) 257-4170
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SOURCE Cellebrite