Cellebrite DI Ltd., a US and Israel-based global provider of Digital Intelligence solutions for the public and private sectors, and TWC Tech Holdings II Corp. (Nasdaq: TWCT), a publicly traded special purpose acquisition company, entered into a definitive business combination agreement and plan of merger.
As a result of the transaction, Cellebrite will become a publicly listed company on the Nasdaq under the new ticker symbol, “CLBT”, and the pro forma implied equity value of Cellebrite post-merger is expected to be approximately $2.4 billion.
Led by Yossi Carmil, Chief Executive Officer, Cellebrite provides customers with solutions to protect lives, accelerate justice and preserve privacy in communities around the world. The company enables public and private sector customers, including federal, state and local public safety agencies and private sector enterprises, to manage Digital Intelligence in legally sanctioned investigations. With Cellebrite’s end-to-end integrated Digital Intelligence investigative platform, customers can solve cases faster and more efficiently than ever before, digitizing the entire investigative lifecycle and accelerating outcomes within the justice system. The company’s solutions have been purchased by 6,700 public safety agencies and private sector enterprises in over 140 countries and have helped millions of investigations globally.
The total cash that will be available to Cellebrite upon closing is expected to be $580m, comprised of TWC Tech Holdings’ cash held in trust, assuming no redemptions by public stockholders. Upon closing, TWC Tech Holdings’ shareholders will receive a combination of cash and stock in Cellebrite. The transaction includes a private investment of approximately $300m in the company’s ordinary shares that will be purchased directly from existing shareholders of Cellebrite who are primarily from early investors in the Company and which is expected to close concurrently with the merger of TWC Tech Holdings with a subsidiary of the Company. Institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.
The transaction is subject to approval by the stockholders of Cellebrite and TWC Tech Holdings, respectively, and the satisfaction of the closing conditions set forth in the Merger Agreement.
The cash proceeds from the transaction will be used to accelerate the company’s ability to develop new customer solutions and expand its end-market reach.
The Board of Directors of both Cellebrite and TWC Tech Holdings have unanimously approved the transaction, which is expected to close in the second or third quarter of 2021. At closing, the Chairman of the Board of Directors at Cellebrite, Mr. Ryusuke Utsumi, will be stepping down from his position, and Mr. Haim Shani, Co-Founder & General Partner of Israel Growth Partners and a current Director of Cellebrite, will assume the Board’s Chairmanship. Mr. Utsumi will remain a member of the Board of Directors.