NEW YORK, June 8, 2021 /PRNewswire/ -- Churchill Capital
Corp II, ("Churchill II" or the "Company") (NYSE:CCX), a special
purpose acquisition company which has entered into a definitive
agreement to merge with Software Luxembourg Holding S.A.
("Skillsoft"), a global leader in digital learning and talent
management solutions, affirms the expectation of closing the
transaction on Friday, June 11, 2021,
which will also represent a significant step towards completing
Churchill II's pending acquisition of Albert DE Holdings Inc.
("Global Knowledge"), a worldwide leader in IT and professional
skills development.
Churchill II highlights positive transaction attributes
including:
- Prosus, whose $500m strategic
equity investment related to Churchill II's acquisition
of Skillsoft and Global Knowledge cleared regulatory review as
announced on May 13, 2021, which is
available here, plans to, upon completion of the merger, nominate
Patrick Kolek, Prosus Group Chief
Operating Officer, as Chairperson of the Board of the Company, and
Larry Illg, CEO Prosus EdTech and
Food, as a Director of the Company.
- The Company has announced its post-merger management team on
June 7, 2021, which is available
here.
- Skillsoft and Global Knowledge continue to perform in line with
Churchill's internal plan and the Company is reaffirming the
combined Skillsoft-Global Knowledge FY 2022 outlook for Adjusted
Gross Revenue and Adjusted EBITDA in the range of $645-675 million and $155-175 million, respectively, as previously
disclosed in the Company's press release on May 13, 2021, which is available here, and
investor presentation on May 19,
2021, which is available here.
About Churchill Capital Corp II
Churchill Capital Corp II was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. For more information, visit
churchillcapitalcorp.com.
About Skillsoft
Skillsoft delivers digital learning, training, and talent
solutions to help organizations unleash their edge. Leveraging
immersive, engaging content, Skillsoft enables organizations to
unlock the potential in their best assets — their people — and
build teams with the skills they need for success. Empowering 45
million learners and counting, Skillsoft democratizes learning
through an intelligent learning experience and a customized,
learner-centric approach to skills development with resources for
Leadership Development, Business Skills, Technology and Developer,
Digital Transformation, and Compliance. For more information, visit
www.skillsoft.com.
About Global Knowledge
Global Knowledge is a world leader in technology skills
training, supporting major enterprises and IT professionals with
innovative and flexible learning solutions and offering authorized
content from major technology providers. Global Knowledge delivers
training in multiple modalities, both on-demand and instructor-led
through virtual delivery and classrooms, blended formats and
customized on-site training, directly and through a worldwide
partner network. For more information, visit
www.globalknowledge.com.
About Prosus
Prosus is a global consumer internet group and one of the
largest technology investors in the world. Operating and investing
globally in markets with long-term growth potential, Prosus builds
leading consumer internet companies that empower people and enrich
communities.
The group is focused on building meaningful businesses in the
online classifieds, food delivery, payments and fintech, and
education technology sectors in markets including India, Russia, and Brazil. Through its ventures team, Prosus
invests in areas including health, logistics, blockchain, and
social commerce. Prosus actively seeks new opportunities to partner
with exceptional entrepreneurs who are using technology to improve
people's everyday lives.
Every day, millions of people use the products and services of
companies that Prosus has invested in, acquired or built,
including Avito, API Holdings, Brainly, BUX, BYJU'S, Bykea,
Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus,
Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, Oda, OLX, PayU,
Quick Ride, Red Dot Payment,
Remitly, Republic, Shipper, SimilarWeb, Skillsoft, SoloLearn,
Swiggy, Udemy and Wolt.
Today, Prosus companies and associates help improve the lives of
around a quarter of the world's population.
Prosus has a primary listing on Euronext Amsterdam
(AEX:PRX) and secondary listings on the Johannesburg
Stock Exchange (XJSE:PRX) and a2X Markets
(PRX.AJ). Prosus is majority-owned by Naspers.
For more information, please visit www.prosus.com.
NON-GAAP FINANCIAL MEASURES
We track several non-GAAP metrics that we believe are key financial
measures of our success. Non-GAAP measures are frequently used by
securities analysts, investors, and other interested parties in
their evaluation of companies comparable to us, many of which
present non-GAAP measures when reporting their results. These
measures can be useful in evaluating our performance against our
peer companies because we believe the measures provide users with
valuable insight into key components of U.S. GAAP financial
disclosures. For example, a company with higher U.S. GAAP net
income may not be as appealing to investors if its net income is
more heavily comprised of gains on asset sales. Likewise, excluding
the effects of interest income and expense moderates the impact of
a company's capital structure on its performance. However, non-GAAP
measures have limitations as an analytical tool. Because not all
companies use identical calculations, our presentation of non-GAAP
financial measures may not be comparable to other similarly titled
measures of other companies. They are not presentations made in
accordance with U.S. GAAP, are not measures of financial condition
or liquidity, and should not be considered as an alternative to
profit or loss for the period determined in accordance with U.S.
GAAP or operating cash flows determined in accordance with U.S.
GAAP. As a result, these performance measures should not be
considered in isolation from, or as a substitute analysis for,
results of operations as determined in accordance with U.S.
GAAP.
We do not reconcile our forward-looking non-GAAP financial measures
to the corresponding U.S. GAAP measures, due to variability and
difficulty in making accurate forecasts and projections and/or
certain information not being ascertainable or accessible; and
because not all of the information necessary for a quantitative
reconciliation of these forward-looking non-GAAP financial measures
to the most directly comparable U.S. GAAP financial measure is
available to us without unreasonable efforts. For the same reasons,
we are unable to address the probable significance of the
unavailable information. We provide non-GAAP financial measures
that we believe will be achieved, however we cannot accurately
predict all of the components of the adjusted calculations and the
U.S. GAAP measures may be materially different than the non-GAAP
measures.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving Churchill and Skillsoft. Churchill has
filed a registration statement on Form S-4 with the SEC, which
includes a proxy statement of Churchill and a prospectus of
Churchill, and Churchill will file other documents regarding the
proposed transaction with the SEC. The registration statement on
Form S-4 was declared effective on May 27,
2021 and the definitive proxy statement/prospectus was
mailed on or about May 28, 2021 to
stockholders of record on the close of business on April 28, 2021, the record date for special
meeting. Before making any voting or investment decision,
investors and security holders of Churchill and
Skillsoft are urged to carefully read the entire registration
statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed transaction. The documents filed by
Churchill with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, the documents filed by
Churchill may be obtained free of charge from Churchill at
www.churchillcapitalcorp.com. Alternatively, these documents, when
available, can be obtained free of charge from Churchill upon
written request to Churchill Capital Corp II, 640 Fifth Avenue,
12th Floor, New York, New York
10019, Attn: Secretary, or by calling (212) 380-7500.
Churchill, Skillsoft and certain of their respective
directors and executive officers may be deemed to
be participants in the solicitation of proxies from
the stockholders of Churchill, in favor of the approval of the
merger. Information regarding Churchill's directors
and executive officers is contained in
Churchill's Annual Report on Form 10-K/A for the
year ended December 31, 2020, which
is filed with the SEC. Additional information regarding the
interests of those participants, the directors and executive
officers of Skillsoft and other persons who may be deemed
participants in the transaction may be obtained by reading the
definitive proxy statement/prospectus and other relevant documents
filed with the SEC. Free copies of these documents may be obtained
as described in the preceding paragraph.
This communication 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 any 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 other
jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Churchill's,
Skillsoft's and Global Knowledge's expectations or predictions of
future financial or business performance or conditions.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Generally, statements that are not
historical facts, including statements concerning the completion of
the transactions, the expected benefits of the transactions, other
possible or assumed future actions, business strategies, events or
results of operations, are forward-looking statements. These
statements may be preceded by, followed by or include the words
"believes," "estimates," "expects," "projects," "forecasts," "may,"
"will," "should," "seeks," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in Churchill's Form 10-K/A for the
year ended December 31, 2020 under
Risk Factors in Part I, Item 1A and in the
registration statement on Form
S-4 discussed above. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
expressed in good faith, and Churchill, Skillsoft and Global
Knowledge believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they
are made, and none of Churchill, Skillsoft or Global Knowledge is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law. Readers should carefully review the
statements set forth in the reports, which Churchill has filed or
will file from time to time with the SEC.
In addition to factors previously disclosed in
Churchill's reports filed with the SEC and those
identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
meet the closing conditions to the Skillsoft merger,
including approval by stockholders of Churchill and Skillsoft, and
the Global Knowledge merger on the expected
terms and schedule and the risk that regulatory approvals required
for the Skillsoft merger and the Global
Knowledge merger are not obtained or are
obtained subject to conditions that are not anticipated; delay in
closing the Skillsoft merger and the Global
Knowledge merger; failure to realize the benefits
expected from the proposed transactions; the effects of pending and
future legislation; risks related to disruption of management time
from ongoing business operations due to the proposed transactions;
business disruption following the transactions; risks related to
the impact of the COVID-19 pandemic on the financial condition and
results of operations of Churchill, Skillsoft and Global Knowledge;
risks related to Churchill's, Skillsoft's or Global
Knowledge's indebtedness; other consequences associated with
mergers, acquisitions and divestitures and legislative and
regulatory actions and reforms; demand for, and acceptance of,
Churchill's products and for cloud-based technology
learning solutions in general;
Churchill's ability to compete successfully in
competitive markets and changes in the competitive environment
in Churchill's industry and the markets in
which Churchill operates; Churchill's ability to
develop new products; failure of Churchill's
information technology infrastructure or any significant breach
of security; future regulatory, judicial and legislative changes
in Churchill's industry; the impact of natural
disasters, public health crises, political crises, or other
catastrophic events; Churchill's ability to
attract and retain key employees and qualified technical and sales
personnel; fluctuations in foreign currency exchange rates;
Churchill's ability to protect or obtain
intellectual property rights;
Churchill's ability to raise additional capital; the
impact of Churchill's indebtedness on
Churchill's financial position and operating
flexibility; and Churchill's ability to
successfully defend ourselves in legal proceedings.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Churchill's, Skillsoft's and
Global Knowledge's control. While all projections are necessarily
speculative, Churchill, Skillsoft and Global Knowledge believe that
the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that
Churchill, Skillsoft and Global Knowledge, or their
representatives, considered or consider the projections to be a
reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Churchill and is not intended to form the basis of
an investment decision in Churchill. All subsequent written and
oral forward looking statements concerning Churchill,
Skillsoft and Global Knowledge, the proposed transactions or other
matters and attributable to Churchill, Skillsoft and Global
Knowledge or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements
above.
Contacts
Churchill Capital Corp II
info@churchillcapitalcorp.com
Media
Lauren Odell / Max Dutcher
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp II