March 16, 2021
ATLANTA – KORE Wireless Group, Inc. ("KORE" or the "Company"), a global leader in Internet of Things ("IoT") solutions and worldwide Connectivity-as-a-Service ("CaaS"), and Cerberus Telecom Acquisition Corp. (NYSE: CTAC.U, CTAC, CTAC WS) ("CTAC"), a special purpose acquisition company affiliated with Cerberus Capital Management, L.P. ("Cerberus"), announced today that they have entered into a definitive merger agreement. Upon completion of the transaction, the combined company expects to be listed on the New York Stock Exchange under the ticker symbol "KORE".
Powered by a strong IP portfolio and a differentiated IoT platform, KORE delivers mission-critical IoT enterprise solutions and CaaS services to more than 3,600 customers worldwide, including Fortune 500 enterprises. The Company manages over 12 million connected devices, serving a range of industries, with an increasing focus on key sectors that collectively represent over 80% of the IoT market. With the global IoT market forecasted to grow to nearly $1 trillion by 2025, KORE believes it is well-positioned to expand organically and through accretive acquisitions.
KORE is led by a world-class management team with extensive public company leadership experience. Through this strategic combination, KORE will be able to leverage CTAC's executives and advisor network with significant operating expertise in the information and communications technology sector, specifically with companies participating in the 5G revolution.
"Today's announcement is a significant step forward for KORE and a testament to our market-leading IoT Solutions and CaaS business," said Romil Bahl, President and Chief Executive Officer of KORE. "Over the past several years, we have been expanding KORE's capabilities to help our customers extend their digital transformations to the edge, which is the very promise of IoT. As the 5G revolution accelerates globally, we believe we are well-positioned to be a critical enabler in helping enterprises transform their businesses with the power of IoT solutions."
Tim Donahue, Chief Executive Officer of CTAC and former Executive Chairman of Sprint Nextel, commented: "This is a rare opportunity to partner with a proven business supported by a strong and diversified customer base. KORE is playing a critical role in the rapidly growing IoT market with meaningful organic and inorganic opportunities. We look forward to working closely with Romil and his talented team to provide strategic and operational counsel, as well as industry relationships, as KORE capitalizes on the global expansion of 5G."
Tomer Yosef-Or, Partner at Abry Partners, commented: "We are proud to have reached this next milestone in our partnership with KORE. Since our initial investment, the team has done an incredible job serving its customers by anticipating the future needs and complexity of a more connected world. We are excited to participate in KORE's accelerating growth as a public company and believe this milestone provides for incremental resources to better serve KORE's expanding customer base."
The transaction is expected to provide approximately $484 million of gross cash proceeds to the combined company, assuming no redemptions by CTAC's shareholders, and includes a $225 million PIPE investment. The PIPE, which was oversubscribed and upsized due to high demand, is anchored by leading institutional investors, including Koch Strategic Platforms, LLC, a subsidiary of Koch Industries and part of the Koch Investment Group, and funds and accounts managed by BlackRock. The fully diluted pro-forma implied enterprise value of the combined company is approximately $1.014 billion at the $10.00 per share PIPE price. Pro-forma net debt ratio is expected to be 2.0x, providing the combined company with financial flexibility to invest in both organic and inorganic growth.
As part of the transaction, KORE's majority shareholder Abry Partners has agreed to roll 100% of its common equity into the combined company. Assuming no public shareholders of CTAC exercise their redemption rights, Abry and existing KORE equity holders will own approximately 38.3%, CTAC shareholders will own approximately 36.8%, and PIPE investors will own approximately 24.9% of the issued and outstanding common stock of the combined company at closing.
The transaction, which has been approved by the KORE Board of Directors and CTAC Board of Directors, is expected to close in mid-2021. The transaction remains subject to approval by both KORE and CTAC shareholders, the satisfaction or waiver of customary closing conditions (including receipt of required regulatory approvals), and the delivery of certain PCAOB audited financial statements by KORE.
Romil Bahl will continue to lead KORE as President and Chief Executive Officer following the completion of the transaction.
Cowen and Company LLC is serving as exclusive financial advisor to KORE and Kirkland & Ellis LLP is serving as legal counsel. Goldman Sachs & Co. LLC is serving as lead financial advisor to CTAC. Morgan Stanley & Co. LLC is serving as financial and capital markets advisor to CTAC. Deutsche Bank Securities Inc. is also acting as financial and capital markets advisor. Cowen and Company LLC and Goldman Sachs & Co. LLC are also serving as co-placement agents on the PIPE. Milbank LLP is serving as legal counsel to CTAC and Ropes & Gray LLP is serving as legal counsel to the placement agents.
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