SAN FRANCISCO and PETAH TIKVA, ISRAEL, Aug. 30,
2021 /PRNewswire/ -- Cellebrite DI Ltd. ("Cellebrite"), the
global leader in Digital Intelligence solutions for the public and
private sectors, and TWC Tech Holdings II Corp. ("TWC Tech
Holdings") (Nasdaq: TWCT), a special purpose acquisition company,
today announced the completion of their previously announced
business combination. The combined company will retain the
Cellebrite DI Ltd. name and its ordinary shares and warrants will
begin trading on Nasdaq on August 31,
2021, under the ticker symbols "CLBT" and "CLBTW,"
respectively. The transaction was approved at a special meeting of
TWC Tech Holdings stockholders held on August 27, 2021.
Yossi Carmil, Chief Executive
Officer of Cellebrite, noted, "We have achieved an important
milestone that advances our strategy to drive value to the
investigative lifecycle. We are energized by the significant
opportunities to build on our industry-leading position, expand our
capabilities and continue to deliver valuable solutions to our
broad and growing customer base. I would like to thank True Wind
Capital for their support and partnership throughout this process.
As a publicly traded company, we believe we are well positioned to
help to create a safer world with our Digital Intelligence
solutions suite, through the ethical use of our solutions, and to
deliver sustainable value for all of our stakeholders."
Adam Clammer, Chief Executive
Officer of TWC Tech Holdings, said: "Cellebrite's technology
enables its customers to protect the public and safeguard assets
with efficiency and transparency. We believe Cellebrite is
well-positioned to capture the opportunities ahead and increase its
share of the large and growing Digital Intelligence market as it
transitions to the public markets."
Transaction Overview
The transaction generated approximately $370 million of gross proceeds from the cash held
in trust after TWC Tech Holdings stockholder redemptions and the
private investment in public equity (PIPE) for the purchase of
shares from existing shareholders of Cellebrite who are primarily
from early investors in the company. Leading institutional
investors, including Light Street Capital and Makena Capital, and
strategic investor Axon Enterprise, Inc., participated in the PIPE,
details of which were disclosed in Cellebrite's April 8th, 2021 press release.
Cellebrite's senior management team will continue to lead the
company, headed by Yossi Carmil,
Chief Executive Officer. Cellebrite's Board of Directors is
comprised of Haim Shani (Chairman),
Ryusuke Utsumi, Yonatan Domnitz, Elly
Keinan and Yossi Carmil. Upon
the close of the transaction, the Board welcomed new Directors
Adam Clammer, Dafna Gruber, William
Heldfond and Nadine
Baudot-Trajtenberg.
Advisors
J.P. Morgan Securities LLC served as financial advisor to
Cellebrite, and White & Case LLP and Meitar Law Offices served
as legal advisors to Cellebrite. Cowen and Needham & Company,
LLC served as lead capital markets advisors to Cellebrite.
BofA Securities and J.P. Morgan Securities LLC acted as
placement agents for Cellebrite and TWC Tech Holdings. BofA
Securities, J.P. Morgan Securities LLC and William Blair & Company, L.L.C. served as
co-lead capital markets advisors to TWC Tech Holdings. Simpson
Thacher & Bartlett LLP and Herzog, Fox & Ne'eman acted as
legal advisors to TWC Tech Holdings.
Shearman & Sterling LLP acted as legal advisor to the
placement agents.
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
TWC Tech Holdings 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.
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
This document includes "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"forecast," "intend," "seek," "target," "anticipate," "believe,"
"could," "continue," "expect," "estimate," "may," "plan,"
"outlook," "future" and "project" and other similar expressions
that predict, project or indicate future events or trends or that
are not statements of historical matters. Such forward looking
statements include estimated financial information. Such forward
looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the business of
Cellebrite 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: Cellebrite's ability to develop technologically
advanced solutions and successfully integrate with the software
solutions used by customers; acceptance of solutions by customers;
errors, failures, defects or bugs in solutions; a failure to
maintain sales and marketing personnel productivity or hire,
integrate and retain additional sales and marketing personnel; the
impact of the global COVID-19 pandemic; the impact of
competition on pricing and on Cellebrite's market share;
sub-optimal results from products due to misuse by customers;
Cellebrite's failure to maintain and enhance its reputation and
brand; inaccuracy of the estimates of Cellebrite's market
opportunity and forecasts of market growth; changes to packaging
and licensing models that adversely affect the ability to attract
or retain customers; failure to manage future growth effectively;
failure to introduce new solutions and add-ons; issues in the use
of artificial intelligence resulting in reputational harm or
liability; the need for additional capital to support the growth of
Cellebrite's business; a failure to maintain the security of
operations and the integrity of software solutions; the impact of
government budgeting cycles and appropriations, early termination,
audits, investigations, sanctions and penalties; a decline in
government budgets, changes in spending or budgetary priorities, or
delays in contract awards; a failure to adequately obtain,
maintain, protect and enforce Cellebrite's intellectual property or
infringement of the intellectual property rights of others;
perceptions or court or regulatory decisions that Cellebrite's
solutions violate privacy rights; the use of solutions by customers
in a way that is, or that is perceived to be, incompatible with
human rights; failure to comply with laws regarding privacy, data
protection and security, technology protection, sanctions, export
controls and other matters; and other factors, risks and
uncertainties set forth in the sections titled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the final
proxy statement/prospectus filed with the SEC on August 5, 2021 and in other documents filed by
Cellebrite with the SEC, which are available free of charge
at www.sec.gov. You are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made, in this communication or elsewhere. Cellebrite
undertakes no obligation to update its forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
Contacts
For Cellebrite:
Media
Adam Jaffe
VP of Global Communications
+1 973 206 7643
adam.jaffe@cellebrite.com
- or -
RapidResponse@cellebrite.com
Investors
Anat Earon-Heilborn
VP Investor Relations
+972 73 394 8440
investors@cellebrite.com
For TWC Tech Holdings:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
+1 (212) 257-4170
TWCT@gasthalter.com
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SOURCE Cellebrite