OpSec Security to be acquired by Crane NXT for
$270 million and Zacco to become stand-alone business
Investcorp Europe’s Board of Directors
evaluating amended BCA to consider merger with Zacco and intends to
seek deadline extension to complete initial business
combination
Investcorp Europe Acquisition Corp I (Nasdaq: IVCB) (“Investcorp
Europe”), a special purpose acquisition company, today announced an
amendment to its previously announced business combination
agreement (“BCA”), in connection with entry into an agreement for
the sale of the OpSec Security business (“OpSec”) to Crane NXT, Co.
for $270 million in cash.
The transactions contemplated by the BCA have been restructured
to effectuate the divestiture of the OpSec business and the
separation of the Zacco line of business, a leading intellectual
property management business headquartered in Copenhagen, Denmark,
that was acquired by OpSec in April 2023. Since it was founded
around 150 years ago, Zacco has pioneered an innovative approach to
developing, managing, and protecting IP and intangible value, with
its lifecycle approach to IP assets and its innovative IP, digital
brand, and digital trust services. The Board of Directors of
Investcorp Europe (“Board”) is evaluating if the completion of an
amended BCA to merge with Zacco is in the best interest of
shareholders. In order to make a recommendation to shareholders,
the Board is conducting diligence on the Zacco business, will seek
a fairness opinion, and will take other actions as needed. In the
event the Board is unable to make such recommendation, the amended
terms of the BCA provide for the ability of Investcorp Europe to
terminate the BCA and receive a termination amount (as discussed
below). The closing of the OpSec divestiture is expected to occur
in Q2 2024. The closing of the OpSec divestiture and the closing of
the BCA transactions are not cross-conditioned on one another. If
the OpSec divestiture is terminated, and the amended BCA is not
terminated, the BCA transactions with OpSec and Zacco would proceed
as originally contemplated.
“While we were working diligently to complete the BCA, OpSec had
an opportunity to be acquired at what we believe is an attractive
valuation. This all-cash transaction provides Investcorp Europe
shareholders the ability to realize value from OpSec as we assess
an amended BCA to potentially combine with Zacco,” said Hazem
Ben-Gacem, Chairman of Investcorp Europe and also a Co-CEO at
Investcorp Holdings B.S.C. (c).
The net proceeds from the OpSec divestiture will be held in
escrow and will be released from escrow upon the closing of the
transactions contemplated by the BCA or upon a termination of the
BCA. The amended terms of the BCA also provide that in the event of
a termination of the BCA, certain termination amounts would be
payable to Investcorp Europe upon the earlier of the closing of the
OpSec divestiture or the outside date (which, if approved by IVC
Europe shareholders as discussed below, will be December 17, 2024).
It is intended that a portion of such termination amounts would be
used to pay expenses incurred by Investcorp Europe and a portion
would be shared with the public shareholders of IVC Europe.
Additional information about the OpSec divestiture and the
amendment to the BCA will be provided in a Current Report on Form
8-K to be filed by Investcorp Europe with the Securities and
Exchange Commission (“SEC”) and will be available at
www.sec.gov.
Investcorp Europe intends to seek shareholder approval of a
deadline extension from June 17, 2024 to December 17, 2024 to
complete an initial business combination.
About Investcorp Europe Acquisition Corp I
Investcorp Europe Acquisition Corp I is a special purpose
acquisition company formed for the purpose effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses in
Western Europe, including the United Kingdom, or Northern Europe
and, opportunistically, in Turkey and businesses focusing on
business services, consumer and lifestyle, niche manufacturing and
technology sectors. Investcorp Europe is led by Chairman Hazem
Ben-Gacem, Vice-Chairman Peter McKellar, CEO Baroness Ruby McGregor
Smith, CBE, CIO Alptekin Diler and CFO Craig Sinfield-Hain.
Investcorp Europe’s initial public offering was in December 2021
and its Class A common stock is listed on the Nasdaq under the
symbol IVCB.
About Zacco
Zacco is a leading European intellectual property service
provider that traces its origins from 1870. Zacco covers all
technical areas within intellectual property and provides a range
of advisory services. In addition to assistance in protecting
intellectual property rights, Zacco also offers its clients
strategic advice aimed at increasing their competitive edge through
a professional utilization of those rights. Zacco has offices
across Scandinavia and northern Europe.
Additional Information and Where to Find it
On April 25, 2023, Investcorp Europe, OpSec, OpSec Holdings
(“PubCo”), and certain other parties thereto, entered into a
Business Combination Agreement (the “Business Combination
Agreement”). In connection with the transactions contemplated by
the Business Combination Agreement (the “Transactions”), PubCo has
filed with the SEC a registration statement on Form F-4
(Registration No. 333-275706), which includes a proxy
statement/prospectus and other relevant documents, which will be
both the proxy statement to be distributed to Investcorp Europe’s
shareholders in connection with Investcorp Europe’s solicitation of
proxies for the vote by Investcorp Europe’s shareholders with
respect to the Transactions and other matters as may be described
in the registration statement, as well as the prospectus relating
to the offer and sale of the securities of PubCo to be issued in
connection with the Transactions. SHAREHOLDERS OF INVESTCORP EUROPE
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED TRANSACTIONS THAT PUBCO AND INVESTCORP EUROPE WILL
FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND
THE PARTIES TO THE PROPOSED TRANSACTIONS. Shareholders and
investors may obtain free copies of the proxy statement/prospectus
and other relevant materials and other documents filed by PubCo and
Investcorp Europe at the SEC’s website at www.sec.gov. Copies of
the proxy statement/prospectus and the filings incorporated by
reference therein may also be obtained, without charge, on
Investcorp Europe’s website at www.investcorpspac.com or by
directing a request to: Investcorp Europe Holdings Acquisition
Corporation, Century Yard, Cricket Square, Elgin Avenue, P.O. Box
1111, George Town, Grand Cayman, Cayman Islands KY1-1102,
Attention: Chief Executive Officer.
Participants in Solicitation
Each of PubCo, Investcorp Europe, OpSec and Zacco and their
respective directors, executive officers and certain employees, may
be deemed, under SEC rules, to be participants in the solicitation
of proxies in respect of the proposed Transactions. Information
regarding Investcorp Europe’s directors and executive officers,
PubCo, OpSec, Zacco and the other participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in PubCo
registration statement described and other relevant materials filed
with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Transactions and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Investcorp Europe, OpSec, PubCo, or Zacco, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or Investcorp
Europe’s, OpSec’s, Zacco’s or PubCo’s future financial or operating
performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “could”, “should”,
“expect”, “intend”, “might”, “will”, “estimate”, “anticipate”,
“believe”, “budget”, “forecast”, “intend”, “plan”, “potential”,
“predict”, “potential” or “continue”, or the negatives of these
terms or variations of them or similar terminology. Forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Investcorp Europe and its
management, OpSec and its management, Zacco and its management, as
the case may be, are inherently uncertain. New risks and
uncertainties may emerge from time to time, and it is not possible
to predict all risks and uncertainties. You should not place undue
reliance on forward-looking statements in this press release, which
speak only as of the date they are made and are qualified in their
entirety by reference to the cautionary statements herein. None of
PubCo, Investcorp Europe, OpSec or Zacco undertakes any duty to
update these forward-looking statements.
Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors,
including, without limitation: (1) risks related to the
consummation of the proposed Transactions, including the risks that
(a) the proposed Transactions or the sale of OpSec may not be
consummated within the anticipated time period, or at all; (b)
Investcorp Europe may fail to obtain stockholder approval of the
proposed Transactions; (c) the parties may fail to secure required
regulatory approvals under applicable laws; and (d) other
conditions to the consummation of the proposed Transactions under
the Business Combination Agreement may not be satisfied; (2) the
effects that any termination of the Business Combination Agreement
may have on Investcorp Europe, OpSec, Zacco or their respective
businesses, including the risks that Investcorp Europe’s share
price may decline significantly if the proposed Transactions are
not completed; (3) the risk that Zacco may not be successful as a
stand-alone public company; (4) the effects that the announcement
or pendency of the proposed Transactions may have on OpSec, Zacco
or their businesses, including the risks that as a result (a)
Investcorp Europe’s business, operating results or stock price may
suffer or (b) PubCo’s, Investcorp Europe’s, OpSec’s or Zacco’s
current plans and operations may be disrupted; (5) the inability to
recognize the anticipated benefits of the proposed Transactions;
(6) unexpected costs resulting from the proposed Transactions; (7)
changes in general economic conditions; (8) regulatory conditions
and developments; (9) changes in applicable laws or regulations;
(10) the nature, cost and outcome of pending and future litigation
and other legal proceedings, including any such proceedings related
to the proposed Transactions and instituted against PubCo,
Investcorp Europe, OpSec, Zacco and others; and (11) other risks
and uncertainties indicated from time to time in the registration
and proxy statement relating to the proposed Transactions,
including those under “Risk Factors” therein, and in Investcorp
Europe’s other filings with the SEC.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in Investcorp Europe’s most recent filings with the SEC
and in the registration statement described above filed by PubCo in
connection with the proposed Transactions. All subsequent written
and oral forward-looking statements concerning Investcorp Europe,
OpSec, Zacco or PubCo, the Transactions described herein or other
matters attributable to Investcorp Europe, OpSec, Zacco, PubCo or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of Investcorp Europe,
OpSec, Zacco and PubCo expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240310089281/en/
Investcorp Contact: Brian Ruby ICR
[InvestcorpPR@icrinc.com]
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