NEW YORK, Dec. 16, 2021 /PRNewswire/ --
- TeleSign is a pioneer and leader in connecting, protecting and
defending the world's leading brands and their customers as they
engage in the digital economy. TeleSign does this via its unique
software platform developed over 15 years and continually enhanced
via its machine learning algorithm
- TeleSign intends to go public via a business combination with
North Atlantic Acquisition Corporation (Nasdaq: NAAC), a publicly
traded special purpose acquisition company (SPAC), with
$380 million in trust
- TeleSign has also secured $107.5
million in Private Investment in Public Equity (PIPE)
financing from a group of investors including SFPI-FPIM as a key
investor
- With this transaction, TeleSign expects to accelerate its
investment and fund its growth. TeleSign is expecting to generate
revenues of $391 million in 2021 with
an expected increase to approximately $1.1
billion in 2026
- The transaction implies a pro forma enterprise value of
approximately $1.3 billion for
TeleSign
- The transaction is expected to close in Q2 of 2022 subject to
SEC review, regulatory and NAAC shareholder approvals and other
customary closing conditions
- Investor presentation and management remarks to be posted at
4:15 p.m. EST on December 16th, 2021 on the TeleSign investor
page, www.telesign.com/investor
North Atlantic Acquisition Corporation ("NAAC") (NASDAQ: NAAC),
a publicly traded special purpose acquisition company ("SPAC"),
with $380 million in trust, today
announces that it has entered into a definitive business
combination agreement with TeleSign ("Telesign" or "the
Company"), an industry pioneer with more than 15 years of operating
history of connecting, protecting, and defending the world's
leading brands and their customers as they engage in the digital
economy. Upon closing of the transaction, the company will be named
TeleSign, Inc., and shares of TeleSign's common stock are expected
to trade on Nasdaq.
Founded in 2005, TeleSign provides solutions for security,
authentication, fraud detection, compliance and reputation scoring
through its easy-to-integrate APIs, combining digital identity with
global communications capabilities to help enterprises connect,
protect and engage with their customers, while assisting those
customers in securely engaging with their preferred digital
platforms. TeleSign is a trusted partner to global enterprises
including eight of the 10 world's largest digital enterprises,
providing services in virtually every country in the
world.[1] TeleSign processes 21 billion
transactions per year based on a proprietary behavior model with
over 2,200 variables which provides accurate results
instantaneously.
With today's transaction, TeleSign aims to accelerate its
investment to further reinforce its position as a digital identity
provider as well as build out its international organization.
Beyond that, TeleSign intends to target new customer segments,
including mid-market and SMB, and develop new use cases to expand
its identity offering. TeleSign estimates its total addressable
market will grow from $18 billion in
2019 to approximately $55 billion by
2024, a 24 percent compound annual growth
rate.[2]
TeleSign has recorded an organic 42% compound annual revenue
growth rate since 2018, driven by its state of the art technology
platform and long-standing blue-chip customer base. For fiscal year
2021, TeleSign anticipates revenues of $391
million and is targeting revenues of approximately
$1.1 billion in 2026.
Proximus Group, a leading European telecoms company, acquired
TeleSign in 2017 through its then majority-owned subsidiary BICS.
Since February 2021, Proximus has had
sole ownership of TeleSign and helped the company in scaling
globally, developing its industry leading digital identity access
platform.
NAAC raised gross proceeds of approximately $380 million and listed on Nasdaq in January 2021, with the aim to combine with a
leading corporate with global ambition. NAAC targeted opportunities
in the technology sector in Europe
and North America, and is
delighted to achieve the signing of this transaction within one
year of its listing on Nasdaq. The CEO of NAAC, Gary Quin, will join the board of the new
combined company. Gary is an experienced TMT executive, having
served in numerous senior roles at leading financial, corporate and
public sector institutions. The company believes Gary's experience
and background will be very valuable to the board.
"TeleSign empowers companies to transact, communicate and engage
with their customers safely and securely. Building and maintaining
continuous trust is our commitment to making the digital economy
possible," said Joe Burton, CEO of
TeleSign. "This transaction will allow us to increase our global
trajectory and deliver our solutions where they are needed the
most."
"The global digital economy has never been more integral to
people's lives than today, and for it to expand, transactions of
all kinds need to remain fast, safe and reliable," said
Gary Quin, CEO of NAAC. "From fraud
management, authentication and access management to secure CPaaS,
TeleSign is a leader in these critical areas. This is a great
business combination, and by facilitating TeleSign's intended
introduction to public equity markets we can accelerate its next
phase of growth, addressing the underserved digital identity and
engagement space. This combination fits perfectly with our stated
objectives and I look forward to serving on the board of the
combined operating entity and partnering with the teams at TeleSign
and Proximus."
"Since its integration in the Proximus Group, TeleSign has
evolved quickly to become a leading player in secure authentication
and digital identity, and a trusted partner for many of the world's
most renowned brands," said Guillaume
Boutin, CEO of Proximus. "I am convinced that a public
market listing is the most logical route to leverage TeleSign's
full potential and create additional value for Proximus
shareholders. More broadly, I believe that, thanks to the unique
characteristic of a global asset as part of a locally anchored
group, Proximus Group can act as an accelerator of Belgium's digital agenda, generating
attractive opportunities for local talent and bringing Belgium into a globally leading position in
integrated digital identity. I have full confidence in Joe and his
team to guide TeleSign to the next level on its impressive growth
track."
Transaction Overview
The transaction implies a pro forma TeleSign enterprise value
of $1.3 billion. It is estimated that post-transaction,
TeleSign will have approximately $437 million in net cash on
the balance sheet (assuming no redemptions of the ordinary shares
held by NAAC's shareholders and after transaction expenses). This
includes a fully committed PIPE of $107.5
million from a group of investors including SFPI-FPIM as a
key investor, to fund TeleSign's growth plans. Proximus Group is
not selling any of its shares in the transaction and will own 66.5
percent of the combined company upon completion of the transaction
(assuming no redemptions of the ordinary shares held by NAAC's
shareholders).
The transaction, which has been approved by the boards of
directors of TeleSign, Proximus Group and NAAC, is expected to
close in Q2 2022, subject to, among other things, SEC review,
approval of NAAC shareholders and regulatory approvals, and the
satisfaction of other customary closing conditions. As part of the
agreement, NAAC has agreed to relocate its country of incorporation
to the US (Delaware), a firm
condition which will be fully executed in conjunction with the
closing of the transaction.
Upon closing, the combined operating entity will be renamed as
"TeleSign, Inc." and will continue to be led by Mr. Burton as CEO,
along with his experienced management team.
Investor Presentation
A copy of the investor presentation can be found by accessing
the TeleSign Investor Page, www.telesign.com/investors.
Advisors
Morgan Stanley & Co. LLC ("Morgan Stanley") acted as sole
financial advisor to Proximus. Lazard acted as lead financial and
capital markets advisor to NAAC. Cohen & Company Capital
Markets, a division of J.V.B. Financial Group LLC ("Cohen"), and
BTIG LLC acted as capital markets advisors to NAAC. Morgan Stanley
and J.P. Morgan Securities LLC ("J.P. Morgan") acted as lead
placement agents for NAAC with respect to a portion of the PIPE
financing raised from certain Qualified Institution Buyers and
Institutional "Accredited Investors". Morgan Stanley and J.P.
Morgan did not act as placement agents or participate in any role
with respect to, and will not earn any fees from, the portion of
the PIPE financing which was conducted by Proximus. Cohen also
acted as placement agent for NAAC in connection with a portion of
the PIPE financing. Blueshirt Capital Advisors is also serving
as an investor relations advisor to TeleSign.
Reed Smith LLP and McDermott Will
& Emery LLP acted as legal counsel to NAAC. Sidley Austin LLP
acted as legal counsel to Morgan Stanley and J.P. Morgan in
connection with the PIPE financing. Linklaters LLP acted as legal
counsel to Proximus Group.
*All 2021 projections in this press release are taken from the
investor presentation being filed by NAAC today with the SEC as an
exhibit to its current report on Form 8-K which will be available
on the SEC website at www.sec.gov. Those projections are
subject to the limitations contained in such presentation and in
this press release. See "Forward-Looking Statements" below.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, an
affiliate of TeleSign ("NewCo") will file a registration statement
on Form S-4 (the "Form S-4") with the Securities and Exchange
Commission (the "SEC"). The Form S-4 will include a proxy statement
of NAAC and a prospectus of TeleSign, referred to as a proxy
statement/prospectus. The proxy statement/prospectus will be sent
to all NAAC shareholders. Additionally, NewCo and NAAC will file
other relevant materials with the SEC in connection with the
proposed business combination. Copies of the Form S-4, the proxy
statement/prospectus and all other relevant materials filed or that
will be filed with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. Before making any voting or
investment decision, investors and security holders of NAAC are
urged to read the Form S-4, the proxy statement/prospectus and all
other relevant materials filed or that will be filed with the SEC
in connection with the proposed business combination because they
will contain important information about the proposed business
combination and the parties to the proposed business
combination.
Participants in Solicitation
Proximus, BICS, NAAC and TeleSign and their respective directors
and executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of NAAC's stockholders
in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names and interests in the proposed business combination of NAAC's
directors and officers in NAAC's filings with the SEC, including
NAAC's annual report on Form 10-K for the fiscal year ended
December 31, 2020 (the "Form 10-K")
and NAAC's initial public offering prospectus, which was filed with
the SEC on January 21, 2021, and NAAC's subsequent quarterly
reports on Form 10-Q. To the extent that holdings of NAAC's
securities by NAAC's insiders have changed from the amounts
reported therein, any such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to NAAC's
shareholders in connection with the business combination will be
included in the proxy statement/prospectus relating to the proposed
business combination when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination.
This communication shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of NAAC or TeleSign,
nor shall there be any sale of 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 any such state or 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.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the
proposed business combination between NAAC and TeleSign. Words such
as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "predict," "potential," "continue," "strategy,"
"future," "opportunity," "would," "seem," "seek," "outlook" and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties that could cause the actual results to differ
materially from the expected results. These statements are based on
various assumptions, whether or not identified in this
communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an 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. These forward-looking
statements include, without limitation, TeleSign's and NAAC's
expectations with respect to anticipated financial impacts of the
proposed business combination, the satisfaction of closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. You should
carefully consider the risks and uncertainties described in the
"Risk Factors" section of NAAC's Form 10-K and initial public
offering prospectus, and its subsequent quarterly reports on Form
10-Q. In addition, there will be risks and uncertainties described
in the Form S-4 and other documents filed by NAAC or NewCo from
time to time with the SEC. These filings would identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Many of these factors are outside
TeleSign's and NAAC's control and are difficult to predict. Many
factors could cause actual future events to differ from the
forward-looking statements in this communication, including but not
limited to: (1) the outcome of any legal proceedings that may be
instituted against NAAC or TeleSign following the announcement of
the proposed business combination; (2) the inability to complete
the proposed business combination, including due to the inability
to concurrently close the business combination and related
transactions, including the private placement of common stock or
due to failure to obtain approval of the shareholders of NAAC; (3)
the risk that the proposed business combination may not be
completed by NAAC's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by NAAC; (4) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval by the shareholders of NAAC, the satisfaction of the
minimum cash requirement following any redemptions by NAAC's public
shareholders and the receipt of certain governmental and regulatory
approvals; (5) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
business combination; (6) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (7) volatility in the price of
NAAC's or TeleSign's securities; (8) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination; (9) the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (10) costs related to the proposed business combination;
(11) changes in the applicable laws or regulations; (12) the
possibility that the combined company may be adversely affected by
other economic, business, and/or competitive factors; (13) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry in which TeleSign operates; (14) the impact of
the global COVID-19 pandemic; (15) the potential inability of
TeleSign to raise additional capital needed to pursue its business
objectives or to achieve efficiencies regarding other costs; (16)
the enforceability of TeleSign's intellectual property, including
its patents, and the potential infringement on the intellectual
property rights of others, cyber security risks or potential
breaches of data security; and (17) other risks and uncertainties
described in NAAC's Annual Report, its initial public offering
prospectus, and its subsequent Quarterly Reports on Form 10-Q.
These risks and uncertainties may be amplified by the COVID-19
pandemic, which has caused significant economic uncertainty.
TeleSign and NAAC caution that the foregoing list of factors is not
exclusive or exhaustive and not to place undue reliance upon any
forward-looking statements, including projections, which speak only
as of the date made. Neither TeleSign nor NAAC gives any assurance
that TeleSign or NAAC will achieve its expectations. None of
TeleSign or NAAC undertakes or accepts any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, or should circumstances change, except as otherwise
required by securities and other applicable laws.
About TeleSign
TeleSign provides continuous trust to leading global enterprises
by connecting, protecting and proactively defending their digital
identities. TeleSign verifies over five billion unique phone
numbers a month, representing half of the world's mobile users, and
provides critical insight into the remaining billions. The
company's powerful AI and extensive data science deliver identity
with a unique combination of speed, accuracy and global reach.
TeleSign solutions prevent fraud, secure communications and enable
the digital economy by allowing companies and customers to engage
with confidence. Learn more at www.telesign.com and follow us
on Twitter at @TeleSign.
About NAAC
NAAC is a blank check company, also commonly referred to as
a SPAC, formed for the purpose of effecting a business
combination with a company with global ambition, with a primary
focus on the consumer, industrials and TMT sectors in
Europe or North America, where its Board of Directors has
multiple decades of experience.
About Proximus
Proximus Group (Euronext Brussels: PROX) is a provider of
digital services and communication solutions operating in the
Belgian and international markets. Delivering communication and
entertainment experiences for residential consumers and enabling
digital transformation for enterprises, we open up a world of
digital opportunities, so people live better and work smarter.
Thanks to advanced interconnected fixed and mobile networks,
Proximus provides access anywhere and anytime to digital services
and data, as well as to a broad offering of multimedia content.
Proximus is a pioneer in ICT innovation, with integrated solutions
based on IoT, data analytics, cloud and security.
Proximus has the ambition to become the reference operator in
Europe through next generation
networks, a truly digital mindset and a spirit of openness towards
partnerships and ecosystems, while contributing to a safe,
sustainable, inclusive and prosperous digital Belgium.
In Belgium, Proximus' core
products and services are offered under the Proximus, Mobile
Vikings and Scarlet brands. The Group is also active in
Luxembourg as Proximus Luxembourg
SA, under the brand names Tango and Telindus Luxembourg, and in
the Netherlands through Telindus
Netherlands. The Group's international carrier activities are
managed by BICS, a leading international communications enabler,
one of the key global voice carriers and the leading provider of
mobile data services worldwide. With TeleSign, the Group also
encompasses a fast-growing leader in digital identity services,
serving the world's largest internet brands, digital champions and
cloud native businesses.
With 11,423 employees, all engaged to offer customers a superior
experience, the Group realized an underlying Group revenue of
5,479 million Euros end-2020.
For more information, visit www.proximus.com
and www.proximus.be
Proximus Contacts
Media
Contact:
Fabrice Gansbeke
fabrice.gansbeke@proximus.com
Haroun Fenaux
haroun.fenaux@proximus.com
Investor Relations Contact:
Nancy Goossens
nancy.goossens@proximus.com
TeleSign Contacts
Media Contact:
Kristi Melani
kmelani@telesign.com
Investor Relations Contact:
Mark Roberts
mark@blueshirt.com
North Atlantic Acquisition Corp. Media Contact
John West
jwest@belvederepr.com
Llew Angus
langus@belvederepr.com
[1] As measured by market
capitalization on 12/15/2021.
[2] Source: Markets & Markets
Analysis, IDC
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SOURCE North Atlantic Acquisition Corporation