Cellebrite to List on Nasdaq Through Merger with TWC Tech Holdings II Corp. (TWCT)

April 8, 2021 7:01 AM EDT

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Cellebrite DI Ltd. ("Cellebrite" or the "Company"), the global leader in Digital Intelligence ("DI") solutions for the public and private sectors, and TWC Tech Holdings II Corp. ("TWC Tech Holdings") (Nasdaq Capital Market ("Nasdaq"): TWCT), a publicly traded special purpose acquisition company, today announced they have entered into a definitive business combination agreement and plan of merger ("Merger Agreement"). As a result of the transaction, Cellebrite will become a publicly listed company on the Nasdaq under the new ticker symbol, "CLBT", and the pro forma implied equity value of Cellebrite post-merger is expected to be approximately $2.4 billion.

Cellebrite's mission is to enable its customers to protect and save lives, accelerate justice and preserve privacy in communities around the world. Cellebrite empowers public and private sector customers, including federal, state and local public safety agencies and private sector enterprises, to manage Digital Intelligence in legally sanctioned investigations. With Cellebrite's end-to-end integrated Digital Intelligence investigative platform, customers can solve cases faster and more efficiently than ever before, digitizing the entire investigative lifecycle and accelerating outcomes within the justice system. The Company is deeply committed to data privacy and to the ethical use of its technology. Cellebrite's solutions have been purchased by 6,700 public safety agencies and private sector enterprises in over 140 countries and have helped millions of investigations globally. The Company's rapidly deployable technology solutions position it for long-term growth in a total addressable market that is estimated to reach $12 billion by 2023.

Company Highlights

Cellebrite's solutions are based on its unique, purpose-built technology for the investigative lifecycle and have become the standard in investigations and legal processes. The Company has diverse revenue streams across its offerings and customer segments and a high annual recurring revenue net retention rate.

Cellebrite has a highly experienced management team, an elite research and development team that includes personnel from top Israeli intelligence units, and a talented workforce that includes former members of global law enforcement agencies. Following completion of the transaction, Cellebrite's management team will continue to operate the business with Yossi Carmil serving as Chief Executive Officer.

Mr. Carmil said: "Cellebrite's vision is to provide industry-leading technology and a holistic DI solution that enables our customers to transform and digitize their entire investigative process. Today marks an exciting step for our company and team, and will put us in an even better position to capture the opportunities ahead. As a result of the transaction, we will seek to build upon our leadership position by making strategic, targeted investments to expand our capabilities, deepen our position in the public sector and attract new customers in the growing private sector market. At Cellebrite, we are most passionate about the positive, meaningful outcomes our work enables for the powerless, threatened and underserved. Importantly, we recognize the immense responsibility that comes with operating a business that partners with law enforcement agencies but protects the privacy of citizens. To that end, Cellebrite and our Board have a deep commitment to creating a safer world and to operating in a lawful and ethical manner that is unwavering."

Adam Clammer, Chief Executive Officer of TWC Tech Holdings, said: "At True Wind Capital we are focused on investing in leading technology companies, and the Cellebrite opportunity ticks all the boxes on our wish list for a long-term investment in a public company. Cellebrite empowers public and private sector customers to drive digital transformation of the investigative workflow through its advanced technology. Importantly, Cellebrite's technology helps bring justice to victims of crimes, including cases of child exploitation, violent crimes such as homicide and sexual assault, drug and human trafficking, fraud and financial crime. We are proud to be partnering with a company that is having a real impact on these issues."

Transaction Overview

The total cash that will be available to Cellebrite upon closing is expected to be $580 million, comprised of TWC Tech Holdings' cash held in trust, assuming no redemptions by public stockholders. Upon closing, TWC Tech Holdings' shareholders will receive a combination of cash and stock in Cellebrite. The transaction includes a private investment of approximately $300 million in Cellebrite ordinary shares that will be purchased directly from existing shareholders of Cellebrite who are primarily from early investors in the Company and which is expected to close concurrently with the merger of TWC Tech Holdings with a subsidiary of the Company. Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.

The cash proceeds from the transaction will be used to accelerate Cellebrite's ability to execute on its significant near-term growth opportunities, develop new customer solutions and expand its end-market reach.

The Board of Directors of both Cellebrite and TWC Tech Holdings have unanimously approved the transaction, which is expected to close in the second or third quarter of 2021. At closing, the Chairman of the Board of Directors at Cellebrite, Mr. Ryusuke Utsumi, will be stepping down from his position, and Mr. Haim Shani, Co-Founder & General Partner of Israel Growth Partners and a current Director of Cellebrite, will assume the Board's Chairmanship. Mr. Utsumi will remain a member of the Board of Directors.

The transaction is subject to approval by the stockholders of Cellebrite and TWC Tech Holdings, respectively, and the satisfaction of the closing conditions set forth in the Merger Agreement.

Additional information about the transaction, including a copy of the Merger Agreement and the investor presentation, will be filed by TWC Tech Holdings in a Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov.

Investor Webcast Information

Cellebrite will post a pre-recorded video to its website that discusses the transaction and reviews an investor presentation. The investor presentation can be found on Cellebrite's website at https://www.cellebrite.com/en/investors.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to Cellebrite, and White & Case LLP and Meitar Law Offices are serving as legal advisors to Cellebrite.

BofA Securities and J.P. Morgan Securities LLC are acting as placement agents to Cellebrite and TWC Tech Holdings, BofA Securities is also serving as capital markets advisor to TWC Tech Holdings and Simpson Thacher & Bartlett LLP and Herzog, Fox & Ne'eman are acting as legal advisors to TWC Tech Holdings.

Shearman & Sterling LLP is acting as legal advisor to the placement agents.



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