Aeries Technology has been operating cash flow
positive since 2013
Management team has proven record of success
and prior public company experience
Pro forma implied market capitalization of the
combined company will be approximately $650 million
Bonus share structure significantly reduces
cost basis for non-redeeming shareholders
Aark Singapore Pte Ltd, and its subsidiary (“Aeries Technology”
or “Aeries”), a global professional services and consulting partner
for business leadership teams, private equity sponsors, and their
portfolio companies, and Worldwide Webb Acquisition Corp. (NASDAQ:
WWAC), a publicly traded special purpose acquisition company, today
announced that they have entered into a definitive merger agreement
that will result in Aeries Technology becoming a publicly listed
company.
Aeries is a global professional services and consulting partner
with a deep pool of talented employees specializing in Technology
Services, Business Process Management, and Digital Transformation
initiatives that are specifically tailored to meet the unique needs
of top management and leadership teams of businesses including
leading private equity sponsors and their portfolio companies, who
are seeking higher operational effectiveness, greater flexibility
and consistent, guaranteed cost efficiencies. The Aeries team
delivers an array of comprehensive and innovative business
solutions to enable global organizations to achieve business
objectives at an accelerated pace at a fraction of the cost of
hiring internal resources. Aeries also offers an expanding
specialty services practice in multiple verticals such as IT
infrastructure, finance & accounting, process automation,
business systems and implementation of emerging technologies
encompassing organization-wide optimization opportunities while
integrating into the client’s business structure.
Aeries’ deeply experienced management team, led by accomplished
entrepreneur Raman Kumar, has worked together for two decades and
founded a number of successful businesses, including
formerly-Nasdaq listed M-Modal which was sold to One Equity
Partners in 2012. In just two years since founding Aeries
Technology, the business became cash flow positive, and now a
decade later boasts partnerships with reputable businesses
including leading Private Equity firms in the technology space and
their Portfolio Companies, approximately 1,500 employees, expanding
geographical coverage with service area augmentation, and
increasing profitability. Priding themselves on purpose-built teams
under a differentiated engagement model coupled with emerging
technology and analytics solutions that transform the cost and
operational structure of the client organizations, Aeries
Technology’s streamlining and business process management solutions
lead to a 65 percent annualized customer savings, on average.
Management Comments
“Aeries is excited to enter the public markets as we believe the
opportunity provided by this transaction will fuel our projected
growth and help us achieve our mission of providing superior
solutions to our clients. We want to revolutionize the way
companies outsource technology and business process services by
helping to build internal solutions for their most complex
challenges through our ‘One Team’ culture and seamlessly
integrating Aeries Technology professionals across teams, from
technology to finance, operations, and HR. This approach enables
our client to face any future issues that may arise, with the
quality talent we have selected specifically for their deployment
enabling them to effectively meet the challenges of today’s short
business cycles and competitive environment. As companies around
the world seek to control costs while moving forward with mission
critical digital transformation initiatives, Aeries is the perfect
partner to help executive teams accomplish their business goals
while continuing to optimize budgets. We look forward to joining
forces with the Worldwide Webb team and believe we have found the
right partner to enter the public markets.” – Sudhir
Panikassery, CEO of Aeries
“Our team was incredibly impressed by Aeries Technology’s track
record of proven results and their distinctive and innovative
approach to problem solving for their customers. They have
positioned themselves well for significant growth and increasing an
already impressive profitability profile, which makes them the
ideal target to take public in the current market. Aeries has shown
they are capable of hiring exceptional talent to tackle the complex
issues presented by portfolio companies and their private equity
sponsors in a cost-efficient way, while keeping their own cost
structure extremely low. With their unique business model and
collaboration with leading companies and financial sponsors, they
are set up to quickly gain market share in a massive addressable
market. I could not be more thrilled to work with the Aeries
Technology team and look forward to a very successful partnership.”
– Daniel Webb, CEO of Worldwide Webb Acquisition Corp.
Transaction Details
The business combination values Aeries Technology at an implied
market capitalization of $656 million, assuming no redemptions by
Worldwide Webb Acquisition Corp. and including $50 million of
additional capital. 3.75 million shares are available to
incentivize investors to not redeem shares during the closing of
the transaction. Aeries existing shareholders are rolling 100% of
their equity into the transaction.
The board of directors of both Aeries Technology and Worldwide
Webb Acquisition Corp. have each approved the proposed transaction.
Completion of the proposed merger transaction is subject to the
approval of Worldwide Webb stockholders and other customary closing
conditions.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Worldwide Webb with the Securities and Exchange
Commission (“SEC”) and will be available on Worldwide Webb’s
investor website at www.wwac1.com and at the SEC’s website at
www.sec.gov.
Conference Call Details
Management of Aeries Technology and Worldwide Webb will discuss
the proposed business combination on a conference call, the
recording of which can be accessed at www.wwac1.com or directly
here. A transcript of the conference call will be filed by
Worldwide Webb with the SEC and available on the SEC’s website at
www.sec.gov.
Advisors
D.A. Davidson and Roth Capital Partners are acting as capital
markets advisors on the deal. Norton Rose Fulbright and Shearman
& Sterling are representing Aeries Technology and Worldwide
Webb Acquisition Corp., respectively, as legal counsel.
About Aeries Technology
Aeries Technology is a global professional services and
consulting partner for businesses in transformation mode and their
stakeholders including Private Equity sponsors and their portfolio
companies with engagement models that are designed to provide the
right mix of deep vertical specialty, functional expertise, and the
right systems & solutions to scale, optimize and transform a
client’s business operations. Founded in 2012, Aeries Technology
now has over 1,500 professionals on staff and counts a number of
leading Private Equity sponsors and their portfolio companies as
clients, including Alegeus, Stratus, and Newfold Digital.
About Worldwide Webb Acquisition Corp.
Worldwide Webb Acquisition Corp. is a special purpose
acquisition company founded by Daniel Webb, a former technology
investment banker and private equity investor, for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses or assets.
Where You Can Find Additional Information
This Press Release relates to a proposed business combination
transaction among Worldwide Webb Acquisition Corp (“WWAC”) and Aark
Singapore Pte Ltd (“AARK”) pursuant to which AARK and Aeries would
become subsidiaries of WWAC, and WWAC would be renamed Aeries
Technology, Inc. In connection with the proposed transaction, WWAC
intends to file with the SEC a proxy statement to solicit
shareholder approval of the proposed business combination (“proxy
statement”). The definitive proxy statement (if and when available)
will be delivered to WWAC’s shareholders. WWAC may also file other
relevant documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF WWAC ARE URGED TO READ THE PROXY STATEMENT AND
ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of the
proxy statement (if and when available) and other documents that
are filed or will be filed with the SEC by WWAC through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by WWAC will be available free of charge at Worldwide
Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT
84097, attention: Chief Executive Officer.
Participants in the Solicitation
WWAC and its directors and executive officers are participants
in the solicitation of proxies from the shareholders of WWAC in
respect of the proposed transaction. Information about WWAC’s
directors and executive officers and their ownership of WWAC’s
Class A ordinary shares is set forth in WWAC’s Annual Report on
Form 10-K for the partial-year ended December 31, 2021 filed with
the SEC on April 1, 2022, and as amended on August 24, 2022. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available. You
may obtain free copies of these documents as described in the
preceding paragraph.
Aeries, Aark Singapore Pte Ltd and their respective directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders of WWAC in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement for the proposed business combination.
Cautionary Note Regarding Forward-Looking Statements
This Press Release contains forward-looking statements,
including, among other things, statements regarding the anticipated
benefits of the proposed transaction, the combined company becoming
a publicly listed company, the anticipated impact of the proposed
transaction on the combined companies’ business and future
financial and operating results, and the anticipated timing of
closing of the proposed transaction. These forward-looking
statements are intended to qualify for the “safe harbor” under the
Private Securities Litigation Reform Act of 1995, which involve a
number of risks and uncertainties that could cause actual results
to differ materially from those in such forward-looking statements.
Words such as “may,” “should,” “will,” “believe,” “expect,”
“anticipate,” “target,” “project,” and similar phrases that denote
future expectations or intent regarding the combined company’s
financial results, operations, and other matters are intended to
identify forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. The
outcome of the events described in these forward-looking statements
is subject to known and unknown risks, uncertainties, and other
factors that may cause future events to differ materially from the
forward-looking statements in this report, including but not
limited to: (i) the ability to complete the proposed transaction
within the time frame anticipated or at all; (ii) the failure to
realize the anticipated benefits of the proposed transaction or
those benefits taking longer than anticipated to be realized; (iii)
the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of WWAC’s
securities; (iv) the risk that the transaction may not be completed
by WWAC’s business combination deadline and the potential failure
to obtain further extensions of the business combination deadline
if sought by WWAC; (v) the failure to satisfy the conditions to the
consummation of the transaction, including the approval of the
Business Combination Agreement by the shareholders of WWAC, the
satisfaction of the minimum cash on hand condition following
redemptions by the public shareholders of WWAC and the receipt of
any governmental and regulatory approvals; (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Business Combination Agreement; (vii) unexpected
costs or unexpected liabilities that may result from the proposed
transactions, whether or not consummated; (viii) the impact of
COVID-19 on Aeries’ business and/or the ability of the Parties to
complete the proposed transaction; (ix) the effect of disruption
from the announcement or pendency of the transaction on Aeries’
business relationships, performance, and business generally; (x)
risks that the proposed transaction disrupts current plans and
operations of Aeries and potential difficulties in Aeries employee
retention as a result of the proposed transaction; (xi) the outcome
of any legal proceedings that may be instituted against Aeries or
WWAC related to the Business Combination Agreement or the proposed
transaction; (xii) the ability to maintain the listing of WWAC’s
securities on the Nasdaq Global Market; (xiii) potential volatility
in the price of WWAC’s securities due to a variety of factors,
including economic conditions and the effects of these conditions
on Aeries’ clients’ businesses and levels of activity, risks
related to an economic downturn or recession in India, the United
States and other countries around the world, fluctuations in
earnings, fluctuations in foreign exchange rates, Aeries’ ability
to manage growth, intense competition in IT services including
those factors which may affect Aeries’ cost advantage, wage
increases in India, the ability to attract and retain highly
skilled professionals, time and cost overruns on fixed-price,
fixed-time frame contracts, client concentration, restrictions on
immigration, industry segment concentration, Aeries’ ability to
manage the international operations, withdrawal or expiration of
governmental fiscal incentives, political instability and regional
conflicts, legal restrictions on raising capital or acquiring
companies outside India, changes in laws and regulations affecting
Aeries’s business and changes in the combined company’s capital
structure; (xiv) the ability to implement business plans, identify
and realize additional opportunities and achieve forecasts and
other expectations after the completion of the proposed
transaction; (xv) the risk that the post-combination company may
never achieve or sustain profitability; (xvi) WWAC’s potential need
to raise additional capital to execute its business plan, which
capital may not be available on acceptable terms or at all; and
(xvii) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations. The
forward-looking statements contained in this report are also
subject to additional risks, uncertainties, and factors, including
those described in WWAC’s most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q and other documents filed or to
be filed with the SEC by WWAC from time to time. The
forward-looking statements included in this report are made only as
of the date hereof. None of Aeries, WWAC or any of their affiliates
undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments, subsequent events, circumstances or otherwise,
except as may be required by any applicable securities laws.
No Offer or Solicitation
This Press Release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or to buy
any securities or a solicitation of any vote or approval and is not
a substitute for the proxy statement or any other document that
WWAC may file with the SEC or send to WWAC’s shareholders in
connection with the proposed transaction, nor shall there be any
sale of securities in any states or jurisdictions 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, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230313005254/en/
For Aeries Technology Media: Katie Creaser
AeriesPR@icrinc.com
Investors: Ryan Gardella AeriesIR@icrinc.com
For Worldwide Webb Acquisition Corp: Daniel Webb
daniel@wwac1.com
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