- Combined company expected to have a pro forma enterprise value
of $1.550 billion, with an implied pro forma equity value of $1.909
billion
- $180 million significantly oversubscribed and upsized PIPE
offering and Pre-IPO convertible investment anchored by top tier
institutional investors including Fidelity Management &
Research Company, Lugard Road Capital and Luxor Capital, Park West
Asset Management and Morningside
- Pharmapacks announces new Holding Company brand name
“Packable”
- Transaction proceeds will be used to continue market leadership
and enable opportunities to enhance growth, profitability and
geographic and multi-marketplace expansion
- Company also confirms expansion of world-class leadership team
to drive next phase of growth
- Packable is a leading data-driven platform providing brands
with the connections, data insights, and services to enable
marketplace sales
Packable, the holding company for Pharmapacks (or “the
Company”), a leading technology-led e-commerce marketplace
enablement platform, today announced that the Company has entered
into a definitive agreement to merge with Highland Transcend
Partners I Corp. (“Highland Transcend”) (NYSE:HTPA), a special
purpose acquisition company formed to partner with a disruptive
company in the commerce, digital media and services, and enterprise
software sector. This transaction will help the Company as it
enters its next phase of growth following its recent partnership
with lead investor Carlyle (NASDAQ:CG) in November 2020. Upon
completion of the transaction, Packable is expected to be listed on
NYSE under the new ticker symbol “PKBL.”
Founded in 2010 as Pharmapacks, Packable is a leading
multi-marketplace e-commerce enablement platform providing
category-leading brands with the connections, data insights, and
services needed to enable accelerated online marketplace sales.
Packable operates in the third-party (“3P”) space across 7 online
marketplaces in North America, including Amazon -- where
Pharmapacks is the largest 3P seller in the US by number of reviews
-- Walmart, eBay, Target, Kroger, and Google Shopping, among
others, and also manages several direct-to-consumer (“DTC”) sites
on behalf of brands.
Over the past eleven years, Pharmapacks has established itself
as a leader in e-commerce buying, storing, marketing, selling and
fulfilling orders, driving strong customer and revenue growth
through proprietary software and data, unparalleled expertise and
first-class customer service. The Company is well positioned to
continue its momentum by deepening relationships with blue-chip
companies through organic and inorganic growth, broadening its
geographic footprint with new distribution centers, increasing
investments in Digitally Native Brands through majority and
minority ownership stakes, and strengthening its additional
verticals including: Data Science, Marketing & Media Services
and “DTC-in-a-box” solutions. To reflect this evolution, the
Company will operate under the new holding company name Packable
but will continue to operate on marketplaces as Pharmapacks.
“This is an incredibly exciting time for our team, and we are
thrilled to partner with Highland Transcend as we plan to enter our
next chapter as a public company,” said Packable Co-Founder and CEO
Andrew Vagenas. “While we’ve become a market leader in our
industry, there is significant runway ahead of us in multiple
avenues: from the continued proliferation of online marketplaces
and geographic opportunities to our ability to invest in and grow
Digitally Native Brands, while providing new data and technology
services, as well as marketing options for our brand partners.
Given the breadth of opportunity ahead of us, we felt that this was
the perfect time to unveil our new Packable branding, which
reflects these new avenues for growth.”
“While we believe that third-party marketplaces will contribute
more than 40% of all ecommerce revenues by 2025, brands find
themselves challenged to manage the complexity of executing across
these platforms. Packable has a leading software-driven offering
enabling brands to grow their businesses across multiple online
marketplaces,” said Ian Friedman, CEO of Highland Transcend.
“Andrew and the entire team have built an incredibly strong
competitive platform; with approximately 75 million customer
transactions to-date, we believe that Packable has one of the
largest sets of third-party marketplace transaction data, outside
of the marketplaces themselves. This data enables Packable’s
competitive pricing, merchandising, and marketing decisions and
will allow the company to launch a Software-as-a-Service offerings
in the future. We’re excited to support the Packable team as they
reach new heights, bringing expanded and improved product offerings
to customers.”
Going forward, Packable will continue to serve as a launchpad
for young brands across its new verticals. The Company has always
supported talented entrepreneurs and founders from differing
cultural and geographical backgrounds and is excited to accelerate
this work as a public company; setting entrepreneurs up for success
and growing brands, creating new employment opportunities across
industries.
Leadership Team Update
Packable recently confirmed the expansion of its world-class
leadership led by Co-Founder and CEO Andrew Vagenas, to drive its
next phase of growth. These new additions to the team bring a wide
range of additional professional experience from a variety of
backgrounds, including from large CPGs, some of which are existing
customers.
Full biographies and experience for the team can be found at
Packable’s website, Packable.com. Highlights include the addition
of:
- Adam Rodgers, Chief Growth Officer (Reckitt)
- Ash Mehra, Chief Information Officer (Mondelēz International,
P&G)
- Andreas Schulmeyer, Chief Financial Officer (Walmart, L Brands,
Pepsico)
- Daniel Bennett, Chief Marketing Officer (WPP)
- Leanna Bautista, Chief People Officer (Pfizer, Pepsico)
- Chris Pfeiffer, Chief Operating Officer (Cardinal Health,
Pepsico)
Additionally, following consummation of the transaction, Ian
Friedman and Dan Nova from Highland Transcend are expected to join
Packable’s Board of Directors.
Transaction Overview
The combined company will have a pro forma enterprise value of
$1.550 billion, with an implied pro forma equity value of $1.909
billion, assuming a $10.00 per share PIPE price and no shareholder
redemptions.
As a result of the transaction, Packable expects to add
approximately $434 million in cash on its balance sheet to support
the Company’s current market leadership and enable opportunities to
enhance growth, profitability and geographic and multi-marketplace
expansion assuming no shareholder redemptions. This includes a $180
million significantly oversubscribed PIPE and convertible offering
that was upsized due to strong investor interest, anchored by
Fidelity Management & Research Company; Lugard Road Capital and
Luxor Capital; Park West Asset Management and Morningside.
The combined company will have a pro forma ownership of
approximately 71% existing shareholders, 19% SPAC and founder
shares and 11% PIPE and convert investors. As part of the
transaction, existing Packable shareholders will be eligible to
receive up to 12 million additional earnout shares, based on
Packable’s future stock performance.
The transaction, which has been approved by the boards of
directors of both Packable and Highland Transcend, is expected to
close in several months, subject to shareholder approvals, and
other customary closing conditions.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial
advisor to Packable, with Cooley LLP acting as legal advisor to
Packable.
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Highland Transcend. Davis Polk & Wardwell LLP is
serving as legal advisor to Highland Transcend.
J.P. Morgan Securities LLC and BofA Securities are serving as
joint private placement agents to Highland Transcend and Packable
for the PIPE offering and pre-IPO convertible investment and
Goldman Sachs & Co. LLC is also serving as joint placement
agent to Highland Transcend for the PIPE offering.
More information, including an investor presentation, is
accessible at the investor section of Packable’s website at
Packable.com. Additional information about the proposed
transaction, including a copy of the merger agreement and investor
presentation, will be provided in a Current Report on Form 8-K that
will contain an investor presentation to be filed by Highland
Transcend with the Securities and Exchange Commission and available
at www.sec.gov. In addition, please see “Additional Information
About the Proposed Business Combination and Where to Find It”
below.
About Packable
Packable is a leading e-commerce company with a proprietary
technology platform that empowers brands with a complete and
cost-effective logistics, fulfilment, data science, digital
marketing and sales solution. Founded in 2010, Pharmapacks has a
premier team of e-commerce experts and approximately 1000 employees
connecting consumers to their favorite brands on online
marketplaces such as Amazon, Walmart, Google, eBay, Target, Kroger
and Facebook, becoming one of the largest marketplace sellers in
North America. Pharmapacks serves as a "launch pad" for emerging
brands by giving a select amount of lesser-known brands access to
the Pharmapacks' e-commerce platform and consumer base. This
enables brands to focus on product research and development, while
Pharmapacks focuses on building a connection between the consumer
and the brand.
About Highland Transcend Partners I Corp.
Highland Transcend Partners I Corp. is a special purpose
acquisition company that was formed for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Highland Transcend intends to pursue a target
in the disruptive commerce, digital media and services, and
enterprise software sectors, with a primary focus on North American
and European markets. Highland Transcend’s founders include Ian
Friedman (Chief Executive Officer and Director), Bob Davis
(Executive Chairman), Paul Maeder (Chief Financial Officer) and Dan
Nova (Chief Investment Officer).
Forward-Looking Statements
The information in 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
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, potential benefits of the transaction and expectations
related to the terms and timing of the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Packable’s and Highland Transcend’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 Packable
and Highland Transcend. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in domestic and foreign business, market, financial, political and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
shareholders of Packable or Highland Transcend is not obtained;
failure to realize the anticipated benefits of the proposed
business combination; risks relating to the uncertainty of the
projected financial information with respect to Packable; future
global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations;
Packable’s ability to manage future growth; the effects of
competition on Packable’s future business; the amount of redemption
requests made by Highland Transcend’s public shareholders; the
ability of Highland Transcend or the combined company to issue
equity or equity-linked securities in connection with the proposed
business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; and those factors discussed in Highland Transcend’s
final prospectus that forms a part of Highland Transcend’s
Registration Statement on Form S-1 (Reg No. 333-250125), filed with
the SEC pursuant to Rule 424(b)(4) on December 4, 2020 (the
“Prospectus”) and its Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 under the heading “Risk Factors,” and
other documents of Highland Transcend filed, or to be filed, with
the Securities and Exchange Commission (“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 Highland Transcend nor Packable presently know or that
Highland Transcend nor Packable 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 Highland Transcend’s or Packable’s expectations,
plans or forecasts of future events and views as of the date of
this press release. Highland Transcend and Packable anticipate that
subsequent events and developments will cause Highland Transcend’s
or Packable’s assessments to change. However, while Highland
Transcend and Packable may elect to update these forward-looking
statements at some point in the future, Highland Transcend and
Packable specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Highland Transcend’s or Packable’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.
Additional Information About the Proposed Business
Combination and Where To Find It
The proposed business combination will be submitted to
shareholders of Highland Transcend for their consideration.
Highland Transcend intends to file a registration statement on Form
S-4 (the “Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
Highland Transcend’s shareholders in connection with Highland
Transcend’s solicitation for proxies for the vote by Highland
Transcend’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 Packable’s shareholders in connection
with the completion of the proposed business combination. After the
Registration Statement has been filed and declared effective,
Highland Transcend 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.
Highland Transcend 's shareholders and other interested persons
are advised to read, once available, the preliminary proxy
statement / prospectus and any amendments thereto and, once
available, the definitive proxy statement / prospectus, in
connection with Highland Transcend'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 Highland
Transcend, Packable and the proposed business combination.
Shareholders may also obtain a copy of the 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 Highland Transcend, without charge,
at the SEC's website located at www.sec.gov or by directing a
request to 660 Madison Ave Suite 1600, New York, NY 10065.
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 OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Highland Transcend, Packable 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 Highland Transcend’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 Highland Transcend’s
shareholders in connection with the proposed business combination
will be set forth in Highland Transcend’s proxy statement /
prospectus when it is filed with the SEC. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement / prospectus when they become available.
Shareholders, potential investors and other interested persons
should read the proxy statement / prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This release relates to the potential financing of a portion of
the Proposed Business Combination through a private placement of
common stock of Highland Transcend to be issued in connection with
the Proposed Business Combination. This release shall not
constitute a “solicitation” as defined in Section 14 of the
Securities Exchange Act of 1934, as amended.
This release does not constitute an offer, or a solicitation of
an offer, to buy or sell any securities, investment or other
specific product, or a solicitation of any vote or approval, nor
shall there be any sale of securities, investment or other specific
product 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. Any offering of
securities will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), and will be offered as a private
placement to a limited number of either (a) “qualified
institutional buyers” (as defined in Rule 144A under the Securities
Act) or (b) institutional “accredited investors” as defined in Rule
501(a)(1), (2), (3) or (7)under the Act. Accordingly, the
Securities must continue to be held unless a subsequent disposition
is exempt from the registration requirements of the Securities Act.
Investors should consult with their counsel as to the applicable
requirements for a purchaser to avail itself of any exemption under
the Securities Act. The transfer of the Securities may also be
subject to conditions set forth in an agreement under which they
are to be issued. Investors should be aware that they might be
required to bear the final risk of their investment for an
indefinite period of time. Neither the Company nor Highland
Transcend is making an offer of the Securities in any state where
the offer is not permitted.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005482/en/
For inquiries regarding Packable: Media Emily Claffey/Suzanne
Byowitz Sard Verbinnen & Co Packable-SVC@sardverb.com
Investors investors@packable.com
For inquiries regarding Highland Transcend Partners:
info@highlandtranscend.com
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