Cvent Inc. (“Cvent”), a market-leading meetings, events, and
hospitality technology provider and Dragoneer Growth Opportunities
Corp. II (Nasdaq: DGNS) (“Dragoneer”), a special purpose
acquisition company formed by an affiliate of Dragoneer Investment
Group, LLC (“Dragoneer Investment Group”), today announced that
Dragoneer’s registration statement on Form S-4 (as amended, the
“Registration Statement”), in connection with the previously
announced proposed business combination (the “Business
Combination”), has been declared effective by the U.S. Securities
and Exchange Commission (“SEC”). The Registration Statement
provides important information about Dragoneer, Cvent and the
Business Combination and can be found on the SEC’s website at
https://www.sec.gov under the ticker “DGNS.”
Dragoneer is preparing to commence mailing of the definitive
proxy statement and a notice of voting and instruction form or a
proxy card related to the special meeting (“Special Meeting”) of
Dragoneer’s stockholders of record as of the close of business on
October 29, 2021 (the “Record Date”). The Special Meeting of
stockholders and the vote to approve the business combination will
be held on December 7, 2021, at 9:00 a.m., Eastern Time. If the
proposals at the Special Meeting are approved, the business
combination is expected to close on December 8, 2021, subject to
the satisfaction of customary closing conditions.
Cvent’s common stock is expected to be listed on the Nasdaq
Global Select Market under the ticker symbol “CVT”, following the
close of the business combination.
About Cvent
Cvent is a leading meetings, events, and hospitality technology
provider with more than 4,000 employees and 200,000 users
worldwide. Founded in 1999, the company delivers a comprehensive
event marketing and management platform and offers a global
marketplace where event professionals collaborate with venues to
create engaging, impactful experiences. Cvent is headquartered in
Tysons, Virginia, just outside of Washington D.C., and has
additional offices around the world to support its growing global
customer base. The comprehensive Cvent event marketing and
management platform offers software solutions to event organizers
and marketers for online event registration, venue selection, event
marketing and management, virtual and onsite solutions, and
attendee engagement. Cvent’s suite of products automate and
simplify the entire event management process and maximize the
impact of in-person, virtual, and hybrid events. Hotels and venues
use Cvent’s supplier and venue solutions to win more group and
corporate travel business through Cvent’s sourcing platforms. Cvent
solutions optimize the entire event management value chain and have
enabled clients around the world to manage millions of meetings and
events. For more information, please visit Cvent.com, or connect
with us on Facebook, Twitter or LinkedIn.
About Dragoneer Growth Opportunities Corp. II
Dragoneer Growth Opportunities Corp. II is a blank check company
formed by an affiliate of Dragoneer Investment Group. Dragoneer
Investment Group is a growth-oriented investment firm with over $21
billion in long-duration capital from many of the world’s leading
endowments, foundations, sovereign wealth funds, and family
offices. The firm has a history of partnering with management teams
growing exceptional companies characterized by sustainable
differentiation and superior economic models. The firm’s track
record includes public and private investments across industries
and geographies, with a particular focus on technology-enabled
businesses. Dragoneer has been an investor in companies such as
Airbnb, Alibaba, Atlassian, AppFolio, Bytedance, Ceridian, Chime,
Datadog, Doordash, Duck Creek, PointClickCare, Procore, Slack,
Samsara, ServiceTitan, Snowflake, Spotify, Uber, UiPath and
others.
Additional Information
In connection with the Business Combination, Dragoneer has filed
with the Securities and Exchange Commission (“SEC”) a Registration
Statement on Form S-4 (the “Registration Statement”), which
includes a preliminary prospectus and preliminary proxy statement.
Dragoneer will mail a definitive proxy statement/final prospectus
and other relevant documents to its shareholders. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/final prospectus or any other
document that Dragoneer will send to its shareholders in connection
with the Business Combination. The information filed by Dragoneer
contains substantially more information about Cvent than is being
furnished with this communication and may contain information that
an investor will consider important in making a decision regarding
an investment in Dragoneer securities. INVESTORS AND SECURITY
HOLDERS OF DRAGONEER ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF
PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS
WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION
STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN
AVAILABLE, IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND
THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy
statement/final prospectus will be mailed to shareholders of
Dragoneer as of a record date to be established for voting on the
Business Combination. Shareholders will also be able to obtain
copies of the proxy statement/prospectus, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a
request to: Dragoneer Growth Opportunities Corp. II, One Letterman
Drive, Building D, Suite M500, San Francisco, California,
94129.
Participants in the Solicitation
Dragoneer, Cvent and certain of their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Dragoneer’s shareholders in connection
with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER
INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED
INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN
ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS
QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31,
2021 AND JUNE 30, 2021, WHICH WERE FILED WITH THE SEC ON JUNE 21,
2021 AND AUGUST 16, 2021, RESPECTIVELY. INFORMATION REGARDING THE
PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE
SOLICITATION OF PROXIES TO DRAGONEER’S SHAREHOLDERS IN CONNECTION
WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE
SPECIAL MEETING ARE SET FORTH IN THE REGISTRATION STATEMENT FOR THE
BUSINESS COMBINATION. Investors and Dragoneer’s shareholders may
obtain more detailed information regarding the names and interests
in the Business Combination of Dragoneer’s directors and officers
in Dragoneer’s filings with the SEC, including the Registration
Statement filed with the SEC by Dragoneer, which includes the proxy
statement of Dragoneer for the Business Combination, and such
information and names of Cvent’s directors and executive officers
are also in the Registration Statement filed with the SEC by
Dragoneer, which includes the proxy statement of Dragoneer for the
Business Combination.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction. This document also does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor will there be any
sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
This communication contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. We caution you that these statements are based on a
combination of facts and factors currently known by us and our
projections of the future, which are subject to a number of risks.
Forward-looking statements in this communication include, but are
not limited to, statements regarding future events, such as the
proposed Business Combination between Dragoneer and Cvent,
including the timing and structure of the transaction, the
likelihood and ability of the parties to successfully consummate
the Business Combination, the PIPE and the Forward Purchase
Agreement, the amount of funds available in the trust account as a
result of shareholder redemptions or otherwise, as well as
statements about the composition of the board of directors of the
company. We cannot assure you that the forward-looking statements
in this communication will prove to be accurate. These forward
looking statements are subject to a number of risks and
uncertainties, including, among others, the general economic,
political, business and competitive conditions; the inability of
the parties to consummate the Business Combination or the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement
or any related agreements or could otherwise cause the transaction
to fail to close; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
Business Combination and the transactions contemplated by the
Business Combination; the ability of existing investors to redeem
the ability to complete the Business Combination due to the failure
to obtain approval from Dragoneer’s shareholders, or the risk that
the approval of the shareholders of Dragoneer for the potential
transaction is otherwise not obtained; the failure to satisfy other
closing conditions in the Business Combination Agreement or
otherwise, the occurrence of any event that could give rise to the
termination of the Business Combination Agreement; the failure to
obtain financing to complete the Business Combination, including to
consummate the PIPE or the transactions contemplated by the Forward
Purchase Agreement; the ability to recognize the anticipated
benefits of the Business Combination; the impact of COVID-19 on
Cvent’s business and/or the ability of the parties to complete the
Business Combination; the receipt of an unsolicited offer from
another party for an alternative business transaction that could
interfere with the Business Combination; changes to the proposed
structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the Business
Combination; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating
the businesses of Dragoneer and Cvent; the risk that the Business
Combination disrupts current plans and operations of Dragoneer or
Cvent as a result of the announcement and consummation of the
Business Combination; the ability of the Company to grow and manage
growth profitably and retain its key employees; the inability to
obtain or maintain the listing of the post-acquisition company’s
securities on Nasdaq following the Business Combination; changes in
applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory
approvals required to complete the Business Combination; costs
related to the Business Combination; and other risks and
uncertainties, including those included under the header “Risk
Factors” in the registration statement on Form S-4 filed by
Dragoneer with the SEC on October 19, 2021, those included under
the header “Risk Factors” in the final prospectus of Dragoneer
related to its initial public offering and those under the heading
“Summary Risk Factors” in the investor presentation filed as
Exhibit 99.3 to Dragoneer’s Current Report on Form 8-K filed on
July 23, 2021. Furthermore, if the forward-looking statements prove
to be inaccurate, the inaccuracy may be material. In addition, you
are cautioned that past performance may not be indicative of future
results. In light of the significant uncertainties in these
forward-looking statements, you should not rely on these statements
in making an investment decision or regard these statements as a
representation or warranty by us or any other person that we will
achieve our objectives and plans in any specified time frame, or at
all. The forward-looking statements in this communication represent
our views as of the date of this communication. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking
statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to
the date of this communication.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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version on businesswire.com: https://www.businesswire.com/news/home/20211112005609/en/
Investor Relations April Scee, ICR April.Scee@icrinc.com
(646) 277-1219
Media Relations Erica Stoltenberg estoltenberg@cvent.com
(571) 378-6240
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