London-based digital transformation and cybersecurity firm Noventiq has signed a merger agreement with special purpose acquisitions company Corner Growth Acquisition Corp in order to list on New York’s Nasdaq. The deal is expected to close in H2 of this year and provide the company with an equity market cap of $1 billion and an enterprise value of $800 million.
According to the company, the Nasdaq listing is expected to provide Noventiq with improved access to new sources of capital, as well as accelerate further merger and acquisition opportunities.
As part of the deal, Noventiq intends to delist its shares from the London Stock Exchange. The company’s LSE equity is generally traded as global depository receipts rather than ordinary shares.
Earlier this year, the company said that these GDRs were generating "very limited trading volume", and that a secondary IPO in New York would be an attempt to achieve "fair reflection" of their perceived value, possibly deriving better returns for its shareholders.
On the SPAC merger, Noventiq Group CEO Hervé Tessler commented, “We believe that it is our duty to create value not only for our shareholders but also for our employees, customers, and technology partners. We are proud to collaborate with the incredible team at Corner Growth on this transaction and are confident that it will propel our efforts globally and open a pathway for a broader set of public investors to participate in our important work.”
Subject to regulatory approvals and the approval of stockholders, upon closing of the transaction, and assuming no stockholders of Corner Growth redeem their shares, Noventiq will have $278 million pro forma cash on the balance sheet, consisting of $112 million in anticipated new financing proceeds and $191 million in existing cash (as of 12/31/2022), less $25 million in transaction fees.
Lead image: Luca Bravo