- Freightos' digital freight booking and payment platform
addresses the monumental challenges of the global supply chain
- Freightos' platform already has significant traction and has
attracted well over 10,000 importers/exporters, 3,500 freight
forwarders, and 200 carriers, enabling hundreds of thousands of
international freight bookings annually
- Rapid growth with 213% CAGR in gross booking value ("GBV")
between 2019 Q1 and 2022 Q1 and over 60% Gross Margins
- Digitalization of global freight is now being rapidly adopted
with an estimated total addressable market of US$1.8 trillion in GBV by 2025
- Gesher I Acquisition Corporation's investment in Freightos will
take the company public with an implied pro forma enterprise value
of approximately $435 million
- Transaction distinguished by strong capital commitments from
high-quality, long-term investors, which exceed business cash
requirements and deal minimum cash requirements – no additional
PIPE required
JERUSALEM, May 31, 2022
/PRNewswire/ -- Freightos Limited, a leading global freight booking
and payment platform ("Freightos" or the "Company"), and Gesher I
Acquisition Corp. (NASDAQ: GIAC, "Gesher"), a special purpose
acquisition company, today announced they have entered into a
definitive merger agreement that would result in Freightos being
publicly listed on the NASDAQ under the ticker symbol "FROS". The
combined entity, to be known as Freightos, with offices around the
world, will have a pro forma enterprise value of approximately
$435 million.
Freightos connects participants across the international
freight ecosystem, including hundreds of airlines, ocean liners,
and trucking companies, as well as thousands of freight forwarders
and over ten thousand importers and exporters, through a
transparent digital platform that allows real-time global freight
rate comparison, booking, and shipment management. The capital
raised from the transaction will be invested to further scale the
business, driving transaction value and improving margins.
Freightos was inspired by the successful digital revolutions in
passenger travel, retail, lodging, and other industries, aiming to
bring similar efficiency and transparency to the massive but
largely undigitalized international freight industry.
"Global freight moves the world," said Zvi Schreiber, Chief Executive Officer of the
Freightos Group. "Last year, $22
trillion worth of goods crossed borders, but we have all
witnessed what happens when shipping doesn't run smoothly, creating
inventory shortages and increasing prices that challenge businesses
and consumers globally. This presents a massive opportunity to
digitalize one of the last large offline industries."
"Our combination with Gesher and access to public markets will
allow Freightos to continue to aggressively scale our platform and
lead as an international freight booking and payment tool of
choice," said Schreiber. "This day represents new opportunities for
the Freightos team around the world, whose diligence and dedication
has made Freightos what it is today."
"Freightos is modernizing the global shipping industry as a true
innovator in the logistics space," added Ezra Gardner, Gesher's Chief Executive Officer.
"It enjoys positive unit economics, high gross margins, an
incredibly high growth rate, and impressive customer retention. It
is distinguished by its proprietary technology, data analytics, and
deep network of customers comprising some of the largest players in
the global supply chain today. Following the combination, Freightos
will be the only pure-play public global freight platform
investment opportunity available, and we're excited to partner with
Zvi and his team on this enormous market opportunity."
In addition to the proposed merger with Gesher, the combined
entity has obtained $80 million in
capital commitments. Leading global investment firms and strategic
industry players that have made commitments include:
- Qatar Airways, the world's largest air cargo carrier, has
agreed to invest another $10 million
in the combined company.
- M&G Investments (£370 billion of assets under management)
made a $60 million commitment to the
Company, consisting of 4 million units of Gesher at $10.00 a share, waiving redemption rights with
respect to approximately one million shares, as well as providing
an additional backstop commitment of up to $10 million.
- Composite Analysis Group, Inc., an affiliate of Safer
Logistics, LLC, committed up to $10
million to backstop redemptions by shareholders of
Gesher.
Existing shareholders in Freightos include SGX Group (the
Singapore Exchange Limited), FedEx Corporation, a number of major
airlines, including Qatar Airways, IAG Cargo, the cargo division of
International Airlines Group (a leading airline group whose brands
include British Airways and Iberia), LATAM Airlines Group,
Bob Mylod (Chairman of Booking
Holdings) and leading financial investors such as Aleph and MoreVC.
As an expression of confidence in Freightos and long-term
commitment, the team and large existing and new Freightos
shareholders have signed lockup agreements spanning two years.
"Freightos is addressing an area of overwhelmingly unmet need in
the global economy: fixing global freight. With its marketplace
technology winning rapid commercial adoption, it is an ideal target
for Gesher," stated Carl Vine,
Portfolio Manager at M&G. "The recent growth trajectory
suggests that the company is well on its way to cementing its
dominant position in this opportunity-rich area. We're confident
that this business combination will help Freightos realize its
immense potential."
Proven Leader in Global Freight Booking
Freightos has become a leading global freight booking and
payment platform, modernizing an industry stymied by
intermediation, offline communications, and inefficient pricing.
Through its two core platforms - Freightos.com and WebCargo,
Freightos facilitates the shift from manual pricing and
spreadsheets to a seamlessly integrated digital platform enabling
users to compare available shipping routes, capacity on specific
vessels or aircrafts, receive accurate, binding, and all-in prices,
complete with carbon emissions from shipping options, and to book
in real-time. This results in improved capacity utilization,
reduced pricing, and significant reductions in manual labor.
Freightos aims to bring the same efficiency and transparency that
passenger travel enjoys to the world of global freight
transportation.
In addition, Freightos is the calculating agent of freight
shipping price indexes, like the daily 40' container index, the
Freightos Baltic Index (FBX) with futures traded on the CME
(Chicago Mercantile Exchange), which are globally recognized as
benchmark economic indicators. Futures contracts can allow
companies to hedge shipping costs for upcoming periods by combining
financial service tools with international shipping.
Freightos' GBV transaction volume continues to grow at a fast
and accelerating rate, closing a record Q1 2022 with 3.4 times as
many bookings as a year earlier. Freightos sees its top priority as
growing GBV. Secondarily the company is focused on monetizing its
growing bookings while continuing to grow the already healthy gross
margin and maintaining capital efficiency.
Key Transaction Terms
The business combination is projected to generate gross proceeds
of at least $80 million (and up to
$166 million depending on
redemptions), which will be used to fund Freightos' growth plan.
The implied pro forma equity value of the combined company is
expected to be at least approximately $500
million, with a pro forma enterprise value of approximately
$435 million. Existing Freightos
shareholders are expected to own up to 78% of the combined company
after funding.
The Freightos management team will remain in place with Dr.
Zvi Schreiber continuing to serve as
Chief Executive Officer, overseeing the Company's strategic growth
and expansion efforts, and Mr. Ran Shalev remaining as Chief
Financial Officer. The board of directors of the Company is
expected to include Dr. Udo Lange,
the Chief Executive Officer of FedEx Logistics, Mr. Guillaume Halleux, the Chief Cargo Officer of
Qatar Airways (the world's largest air cargo carrier), Mr.
Bob Mylod, Chairman of Booking
Holdings, industry veteran Ms. Inna
Kuznetsova, and other leading tech investors, as well as Mr.
Ezra Gardner, the Chief Executive
Officer of Gesher. The newly expanded board of directors of the
Company will have significant logistics experience, deep technology
knowledge, public company and capital markets experience, and a
diversity of viewpoints and skills to serve as good stewards of the
Company. Strict internal screens are in place to avoid directors
associated with logistics companies being exposed to any data
relating to their competitors. The proposed transaction has been
unanimously approved by the boards of directors of Gesher and
Freightos. The transaction is expected to close in the second half
of 2022, subject to customary closing conditions, including the
approval of Gesher and Freightos shareholders and regulatory
review.
About Freightos Limited
Freightos Limited, a Cayman Island-registered online global
freight booking platform, has expanded its services amid rising
demand for supply chain transparency.
Freightos.com is believed to be the largest digital
international freight marketplace, connecting logistics providers
and importers/exporters for instant pricing, booking, and shipment
management with offices globally. Over ten thousand SMBs and
enterprise organizations have sourced shipping services via
Freightos.
WebCargo by Freightos is a leading global freight platform
connecting carriers and forwarders. In particular, it is the
largest air cargo ebooking platform, enabling simple and efficient
freight pricing and booking between thousands of freight
forwarders, including the top twenty global freight forwarders, and
hundreds of airlines, ocean liners and trucking carriers.
Airlines on the platform represent over a third of global air cargo
capacity. WebCargo also offers software as a service for forwarders
to facilitate digital freight rate management, quoting, and online
sales.
Freightos Data calculates the Freightos Baltic Index (FBX), the
industry's key daily benchmark of container shipping prices, the
Freightos Air Index, which is currently in beta, as well as other
data products that improve supply chain decision making, planning,
and pricing transparency.
Founded by serial entrepreneur Zvi
Schreiber in 2012, Freightos is a widely recognized
logistics technology leader with a worldwide presence and a broad
customer network.
About Gesher I Acquisition Corporation
Gesher I Acquisition Corp. ("Gesher") (NASDAQ: GIAC), a
publicly-listed special purpose acquisition company headquartered
in Tel Aviv, is an ideal partner
for Freightos, led by investors with deep relationships across the
banking and transportation sectors.
Gesher is registered as a Cayman
Islands exempted company incorporated as a blank check
company for the purpose of entering into a merger, share exchange,
asset acquisition, share purchase, recapitalization,
reorganization, or similar business combination with one or more
businesses or entities.
Advisors
Oppenheimer & Co. Inc. is serving as exclusive financial
advisor to Freightos. DLA Piper LLP (US) is serving as legal
advisor to Freightos.
Bryan Cave Leighton Paisner is
serving as legal advisor to Gesher.
Conference Call Information
A conference call regarding the proposed business combination
will be held on June 1, 2022 at
12:00pm GMT and may be accessed by
registering here. A webcast of the call, along with this press
release and the investor presentation will be available on the
Gesher website at https://www.gesherspac.com and under the Investor
Relations section of Freightos' website at
freightos.com/investors.
Definitions
Gross Booking Value ("GBV") is a key operating statistic used by
the Company and is not a recognized financial metric under either
GAAP or IFRS. GBV reflects the value of transactions, i.e.,
monetary value of freight and related services contracted between
Buyers and Sellers on the Platform, plus related fees charged to
Buyers and Sellers, and pass-through payments such as customs
duties. The Company measures GBV by converting any amounts
denominated in other currencies to US$ at the time of transaction.
GBV is similar to what others call GMV or GSV. This is the key
Freightos Platform KPI, indicating the scale and reach of the
Platform and the opportunities Freightos has to generate Platform
revenue.
Important Information About the Proposed Transaction and
Where to Find It
The proposed business combination will be submitted to
shareholders of Gesher for their consideration. Freightos intends
to file a registration statement on Form F-4 (the "Registration
Statement") with the United States Securities and Exchange
Commission (the "SEC") which will include preliminary and
definitive proxy statements to be distributed to Gesher's
shareholders in connection with Gesher's solicitation for proxies
for the vote by Gesher's shareholders in connection with the
proposed business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Gesher's shareholders in
connection with the completion of the proposed business
combination. After the Registration Statement has been filed and
declared effective, Gesher will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record
date established for voting on the proposed business combination.
GESHER'S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO
READ, ONCE AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY
PROXY STATEMENT / PROSPECTUS AND ANY AMENDMENTS THERETO AND, ONCE
AVAILABLE, THE DEFINITIVE PROXY STATEMENT / PROSPECTUS, IN
CONNECTION WITH GESHER'S SOLICITATION OF PROXIES FOR ITS SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS,
THE PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT GESHER, FREIGHTOS AND THE
PROPOSED BUSINESS COMBINATION.
Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by Gesher,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to Gesher I Acquisition Corp., Hagag Towers, North Tower, Floor 24, Haarba 28,
Tel Aviv, Israel. 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
TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release 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
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Freightos' and Gesher's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Freightos and
Gesher. These forward-looking statements are subject to a number of
risks and uncertainties, including the occurrence of any event,
change or other circumstances that could give rise to the
termination of the proposed business combination; the outcome of
any legal proceedings that may be instituted against Freightos or
Gesher, the combined company or others following the announcement
of the proposed business combination; the inability to complete the
proposed business combination due to the failure to obtain approval
of the shareholders of Freightos or Gesher or to satisfy other
conditions to closing; changes to the proposed structure of the
proposed 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 proposed business combination;
the ability to meet stock exchange listing standards following the
consummation of the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations of Freightos as a result of the announcement and
consummation of the proposed business combination; the ability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition and the ability of the combined company to build and
maintain relationships with carriers, freight forwarders and
importers/exporters and retain its management and key employees;
costs related to the proposed business combination; changes in
applicable laws or regulations; Freightos' estimates of expenses
and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; any downturn or
volatility in economic conditions; the effects of COVID-19 or other
pandemics or epidemics; changes in the competitive environment
affecting Freightos or its users, including Freightos's inability
to introduce new products or technologies; risks to Freightos's
ability to protect its intellectual property and avoid infringement
by others, or claims of infringement against Freightos; the
possibility that Freightos or Gesher may be adversely affected by
other economic, business and/or competitive factors; Freightos'
estimates of its financial performance; risks related to the fact
that Freightos is incorporated in the Cayman Islands and governed by the laws of the
Cayman Islands; and those factors
discussed in Gesher's final prospectus dated October 12, 2021 and Quarterly Report on Form
10-Q for the quarter ended March 31,
2022, in each case, under the heading "Risk Factors," and
other documents of Gesher filed, or to be filed, with the SEC. If
any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Freightos nor Gesher presently know or that Freightos
and Gesher currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Freightos' and Gesher's expectations, plans or forecasts of
future events and views as of the date of this press release.
Freightos and Gesher anticipate that subsequent events and
developments will cause Freightos' and Gesher's assessments to
change. However, while Freightos and Gesher may elect to update
these forward-looking statements at some point in the future,
Freightos and Gesher specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing Freightos' and Gesher's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in Solicitation
Gesher, Freightos, and certain of their respective directors,
executive officers, and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Gesher's shareholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of Gesher's shareholders in connection with the
proposed business combination will be set forth in the Registration
Statement when it is filed with the SEC. You can find more
information about Gesher's directors and executive officers in
Gesher's final prospectus dated October 12,
2021. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the Registration Statement
when it becomes available. Shareholders, potential investors, and
other interested persons should read the Registration Statement and
other relevant materials to be filed with the SEC regarding the
proposed business combination carefully when they become available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Contacts
Gesher
Edelman
Ira
Gorsky
Ira.Gorsky@edelman.com
Jessica Resnick-Ault
Jessica.Resnick-Ault@edelman.com
Freightos
Headline
Media
Sarah
Small
freightos@headline.media
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SOURCE Gesher I Acquisition Corp.; Freightos