Cellebrite DI Ltd. (“Cellebrite” or the “Company”), the global leader in Digital Intelligence (“ID”) solutions for the public sectors and private, and TWC Tech Holdings II Corp. (“TWC Tech Holdings”) (Nasdaq Equity Market (“Nasdaq”): TWCT), a publicly traded special purpose acquisition company, announced today that they have entered into an agreement definitive concentration of companies and a merger plan (“Merger Agreement”). As a result of the transaction, Cellebrite will become a company that will be traded on the Nasdaq market under the symbol “CLBT”,
Cellebrite’s mission is to enable its clients to protect and save lives, accelerate times of justice, and preserve privacy in communities around the world. Cellebrite enables clients in the public and private sectors, including federal, state, and local public safety agencies and private sector companies, to manage digital intelligence in statutory investigations. With Cellebrite’s end-to-end digital intelligence integrated investigation platform, clients can resolve cases faster and more efficiently than before, digitizing the entire investigation lifecycle and accelerating results within the justice system.
Also Read: iOS vs Android: The race has reached the enterprise world
The Company is deeply committed to data privacy and the ethical use of its technology. Cellebrite solutions have been purchased by 6,700 public safety agencies and private sector companies in more than 140 countries, and have assisted millions of investigations around the world. The Company’s rapidly deployable technology solutions place it in an advantageous position for long-term growth in a total accessible market estimated to reach $ 12 billion by 2023.
Company highlights
Cellebrite’s solutions are based on its unique technology designed specifically for the investigation lifecycle and have become the standard for investigations and legal processes. The Company has diverse revenue channels in its offerings and customer segments, and a high net retention rate of annual recurring revenue.
Cellebrite has a highly experienced management team, an elite research and development team with staff from leading Israeli intelligence units, and a talented workforce that includes former members of global law enforcement agencies. Upon completion of the transaction, Cellebrite’s management team will continue its business operations with Yossi Carmil as CEO.
We are very excited about the positive and significant results our work makes available to those who are homeless, threatened and neglected. Importantly, we recognize the immense responsibility of operating a business that partners with law enforcement agencies, but protects the privacy of citizens. To that end, Cellebrite and our board are strongly committed to creating a safer world and operating in a legitimate and ethical manner that is unwavering. ”
Adam Clammer, CEO of TWC Tech Holdings, said: “At True Wind Capital we are focused on investing in leading technology companies, and the opportunity to enter into an agreement with Cellebrite meets all of our expectations of a long-term investment in a public company. Cellebrite enables to public and private sector clients drive the digital transformation of the investigation workflow through its advanced technology. Importantly, Cellebrite’s technology helps bring justice to victims of crime, including child exploitation cases , violent crimes such as murder and sexual assault, drug and human trafficking, fraud and financial crimes. We are proud to partner with a company that has been shown to have a real impact on these issues. ”
Transaction overview
The total cash Cellebrite will have at its disposal upon closing of the deal is expected to be $ 580 million, comprising cash in trust from TWC Tech Holdings, assuming there are no write-offs by public shareholders. Upon closing, TWC Tech Holdings shareholders will receive a combination of cash and shares in Cellebrite. The transaction includes a private investment of approximately $ 300 million in Cellebrite common stock to be purchased directly from Cellebrite’s existing shareholders, who are primarily early investors in the Company, and is expected to close concurrently with the TWC merger. Tech Holdings with a subsidiary of the Company.
Cash proceeds from the transaction will be used to accelerate Cellebrite’s ability to implement its significant short-term growth opportunities, develop new customer solutions and expand its reach in the end market.
The respective boards of Cellebrite and TWC Tech Holdings unanimously approved the transaction, which is expected to close in the second or third quarter of 2021. Upon closing of the deal, Cellebrite’s Chairman of the Board of Directors, Ryusuke Utsumi (6736: JP ), will step down and Haim Shani , co-founder and general partner of Israel Growth Partners and current director of Cellebrite, will assume the chairmanship of the board. Mr. Utsumi will remain a member of the board of directors.
The transaction is subject to the approval of the shareholders of Cellebrite and TWC Tech Holdings, respectively, and the fulfillment of the closing conditions established in the Merger Agreement.
TWC Tech Holdings will submit additional information about the transaction, including a copy of the Merger Agreement and investor presentation, in a current report on Form 8-K with the Securities and Exchange Commission (“SEC”), which will be available at www.sec.gov .
Investor webcast information
Cellebrite will post a pre-recorded video on its website that discusses the transaction and reviews an investor’s presentation. The investor presentation can be found on the Cellebrite website at https://www.cellebrite.com/en/investors .
Advisers
JP Morgan Securities LLC is serving as financial advisor to Cellebrite, and White & Case LLP and Meitar Law Firm are serving as legal counsel to Cellebrite.
BofA Securities and JP Morgan Securities LLC are serving as placement agents for 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 advisers to TWC Tech Holdings.
