Kore Wireless Group, Inc., a global leader in Internet of Things solutions and worldwide Connectivity-as-a-Service, and Cerberus Telecom Acquisition Corp. (NYSE: CTAC.U, CTAC, CTAC WS), a special purpose acquisition company affiliated with Cerberus Capital Management, L.P., entered into a definitive merger agreement.
Upon completion of the transaction, the combined company expects to be listed on the New York Stock Exchange under the ticker symbol “KORE”.
Led by Romil Bahl, President and Chief Executive Officer, Kore delivers mission-critical IoT enterprise solutions and CaaS services to more than 3,600 customers worldwide, including Fortune 500 enterprises. The company manages over 12 million connected devices, serving a range of industries, with an increasing focus on key sectors that collectively represent over 80% of the IoT market.
Through this strategic combination, Kore will be able to leverage CTAC’s executives and advisor network with significant operating expertise in the information and communications technology sector, specifically with companies participating in the 5G revolution.
The transaction is expected to provide approximately $484m of gross cash proceeds to the combined company, assuming no redemptions by CTAC’s shareholders, and includes a $225m PIPE investment. The PIPE is anchored by institutional investors including Koch Strategic Platforms, LLC, a subsidiary of Koch Industries and part of the Koch Investment Group, and funds and accounts managed by BlackRock. The fully diluted pro-forma implied enterprise value of the combined company is approximately $1.014 billion at the $10.00 per share PIPE price.
As part of the transaction, majority shareholder Abry Partners has agreed to roll 100% of its common equity into the combined company. Abry and existing equity holders will own approximately 38.3%, CTAC shareholders will own approximately 36.8%, and PIPE investors will own approximately 24.9% of the issued and outstanding common stock of the combined company at closing.
The transaction, which has been approved by the KORE Board of Directors and CTAC Board of Directors, is expected to close in mid-2021. The transaction remains subject to approval by both KORE and CTAC shareholders, the satisfaction or waiver of customary closing conditions (including receipt of required regulatory approvals), and the delivery of certain PCAOB audited financial statements by KORE.
Romil Bahl will continue to lead KORE as President and Chief Executive Officer following the completion of the transaction.