REG - Noventiq Holdings - Investor Presentation and Webcast

Noventiq HoldingsAnnouncement

13/06/2023 13:00

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RNS Number : 5502C  Noventiq Holdings PLC  13 June 2023

 Noventiq Holdings plc

Noventiq and Corner Growth Acquisition Corp. Publish Investor Presentation and
Host Webcast Discussing Business Momentum and Financial Outlook

 

·    On May 4, 2023, Noventiq and Corner Growth entered into a business
combination agreement that is expected to result in the combined company being
listed on Nasdaq under the symbol "NVIQ".

·    Noventiq reported record gross revenue of $1.6 billion for FY23 (the
12 months ended March 31, 2023), delivering an increase of 52% in constant
currency. Gross margin for the year was 15%, excluding the impact of changes
in accounting policy under IAS 8.

·    Noventiq is targeting gross revenue of at least $2.1B for FY24 (the
12 Months ending March 31, 2024), representing at least 34% growth in reported
currency. This level of gross revenue growth would represent almost doubling
the size of the business over two years. The company is targeting gross profit
of $240 million, which would represent 36% growth for FY24. Noventiq aims to
deliver adjusted EBITDA of $65 million, implying a margin on gross profit of
27% for FY24.

·    A webcast with Noventiq and Corner Growth leadership and an
associated investor presentation is available at
https://noventiq.com/investor-relations/nasdaq-materials
(https://noventiq.com/investor-relations/nasdaq-materials) .

 

LONDON and PALO ALTO, Calif. - June 13, 2023 - Noventiq (LSE: NVIQ)
("Noventiq"), a global digital transformation and cybersecurity solutions and
services provider, and Corner Growth Acquisition Corp. (Nasdaq: COOL) ("Corner
Growth"), a special purpose acquisition company led by veteran technology
investors ("Sponsors"), today published their investor presentation and will
host a conference call and webcast to discuss the proposed transaction,
business momentum, recently reported results and its financial outlook.

 

Hervé Tessler, CEO of Noventiq Group, Said:

 

"Noventiq is leading the charge in delivering digital transformation to high
growth markets. Strength in our recently reported FY23 results, combined with
the healthy outlook we are providing today, reaffirms our commitment to
delivering profitable growth and driving value for all our stakeholders. With
a highly reputable partner in Corner Growth, we are confident that our
proposed Nasdaq listing will open a pathway for broader participation by
public investors."

 

Marvin Tien, Co-Chairman & CEO of Corner Growth, Said:

 

"We believe Noventiq is a truly transformative company, one that can
contribute meaningfully to value-creation and growth for its vendors and
customers globally. Led by an impressive management team, Noventiq has
demonstrated a consistent track record of profitable execution, making the
company a great fit for Corner Growth and for the US public markets."

 

Business Combination Agreement

 

As previously announced
(https://www.businesswire.com/news/home/20230504005627/en/Noventiq-A-Leading-Provider-of-Digital-Solutions-for-Growth-Markets-to-List-on-Nasdaq-Through-Proposed-Business-Combination-with-Corner-Growth-Acquisition-Corp.)
on May 4, 2023, Noventiq and Corner Growth entered into a business combination
agreement that is expected to result in the combined company ("Combined
Company") being listed on Nasdaq under the symbol "NVIQ". The proposed
business combination ("Business Combination") is expected to provide Noventiq
with improved access to new sources of capital, accelerate M&A
opportunities, and enhance its reach and capabilities in fast-growing
technology development in cybersecurity, generative AI, and other high-margin
solutions and tools.

Strong Q4 and FY 2023 Financial Results

 

·   Record gross revenue of $1.6 billion for FY23, an increase of 40% in
USD, and 52% in constant currency. This represents approximately $500 million
incremental gross revenue over the prior year, and includes record gross
revenue of $480.7 million for the fourth quarter, an increase of 46% in USD,
and 59% in constant currency.

·    Gross profit in the fourth quarter was $52.6 million, an increase of
61.1%. For FY23, gross profit was $176.3 million, an increase of 50.7%. In Q4,
the company implemented a change in accounting policy under IAS 8 which
impacted Gross Profit by $15.2 million in Q4, and $58.7 million in FY23.
Adjusting for this, gross profit was $67.7 million in Q4, and $235 million for
FY23.

·    Adjusted EBITDA was $32.5 million for FY23. Adjusted EBITDA in the
fourth quarter was $11.6 million, reflecting a margin on gross profit of
22.1%.

·    The company exceeded all key elements of its business outlook for the
full year. This was driven by broad based geographic gross revenue growth,
with double-digit increases across all four regions in FY23, including
strength in India.

·    Noventiq reported broad based strength with double or triple-digit
growth across its three business segments for FY23. Services gross revenue
growth was 109%, which represented 41% share of gross profit. Hardware gross
revenue growth was 185%, and Software & Cloud gross revenue growth was
29%.

·     Recurring gross revenue was 69% in FY23, with growth of 41% in USD
year-over-year.

 

FY 2023 Business Highlights

 

·    Expanded geographic footprint, establishing presence in eight new
countries this year.

·    Destination for talent, with 6,400 people, up 70% year-over-year
overall, and up 81% in Services.

·    Enhancing Microsoft capabilities and expanding in existing and new
geographies.

·    Investment in growth based on capabilities related to key vendors
including AWS, Apple, and Google.

·  Continued investment and execution of M&A strategy with seven
transactions announced, enhancing skills, capabilities and geographic
presence.

 

Business Outlook

 

The company is providing a business outlook for FY24. The business outlook
reflects a continuation of a solid demand environment. While the company
expects continued strong demand from its customers for digital transformation,
it remains mindful of the continued broader economic and geopolitical
uncertainty.

 

For FY24, Noventiq is targeting gross revenue of at least $2.1B, representing
at least 34% growth in reported currency. This level of gross revenue growth
would represent almost doubling the size of the business over two years.

 

The company is targeting gross profit of $240 million, which would represent
36% growth, and adjusted EBITDA of $65 million, which is a 27% margin on gross
profit. Similar to last year, based on the timing impact of investments, and
the seasonality of its business, Noventiq expects adjusted EBITDA margin to be
lower than the full year range in the first half of the year and higher in the
second half.

 

Transaction Summary

Upon closing of the transaction, and assuming no stockholders of Corner Growth
redeem their shares, Noventiq will have $278 million pro forma cash on balance
sheet, consisting of $112 million in anticipated new financing proceeds and
$135 million in existing cash (as of 3/31/2023), less $25 million in
transaction fees. Existing Noventiq shareholders are expected to own 82.2% of
the fully diluted shares of the Combined Company, with public stockholders of
Corner Growth expected to own 11.9%, and the Sponsors expected to own 5.9%.

The Combined Company will operate under the same management team, including
Hervé Tessler, Chief Executive Officer, Sergey Chernovolenko, President &
Chief Operating Officer, and Burak Ozer, Chief Financial Officer with current
Noventiq shareholders rolling 100% of their equity into the Combined Company.

The transaction, which has been approved unanimously by the Boards of
Directors of both Noventiq and Corner Growth, is subject to approval by Corner
Growth's and Noventiq's stockholders and subject to other customary closing
conditions, including the receipt of certain regulatory approvals, and is
expected to close in the second half of calendar year 2023.

Additional information about the proposed transaction, including a copy of the
business combination agreement will be provided in a Current Report on Form
8-K to be filed by Corner Growth with the Securities and Exchange Commission
("SEC") and will be available at www.sec.gov (http://www.sec.gov) .

Investor Conference Call Information

Noventiq and Corner Growth leadership will host a joint investor conference
call to discuss the proposed transaction today, June 13, 2023, at 8:30 a.m.
ET. A webcast of the prepared remarks, as well as an associated investor
presentation, can be accessed on the Noventiq investor relations website at
https://noventiq.com/investor-relations/nasdaq-materials
(https://noventiq.com/investor-relations/nasdaq-materials) .

Additional Information about the Transaction and Where to Find It

 

In connection with the Business Combination, Corner Growth intends to file
with the SEC and Registration Statement on Form F-4 (the "Registration
Statement"), which will include a preliminary prospectus and preliminary proxy
statement. Corner Growth will mail a definitive proxy statement and other
relevant documents to its shareholders. This communication is not a substitute
for the Registration Statement, the definitive proxy statement or any other
document that Corner Growth will send to its shareholders in connection with
the Business Combination. Investors and security holders of Corner Growth are
advised to read, when available, the proxy statement in connection with Corner
Growth's solicitation of proxies for its special meeting of shareholders to be
held to approve the Business Combination (and related matters) because the
proxy statement will contain important information about the Business
Combination and the parties to the Business Combination. The definitive proxy
statement will be mailed to shareholders of Corner Growth as of a record date
to be established for voting on the Business Combination. Shareholders will
also be able to obtain copies of the proxy statement, without charge, once
available, at the SEC's website www.sec.gov or by directing a request to:
ryan.flanagan@icrinc.com.

 

 

Participants in the Solicitation

 

Corner Growth, Noventiq and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of Corner Growth's shareholders
in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and interests in the
Business Combination of Corner Growth's directors and officers in Corner
Growth's filings with the SEC including the Registration Statement to be filed
with the SEC by Corner Growth, which will include the proxy statement Corner
Growth for the Business Combination, and such information and names of
Noventiq's directors and executive officers will also be in the Registration
Statement filed with the SEC by Corner Growth, which will include the proxy
statement of Corner Growth for the Business Combination.

 

 

About Noventiq

 

Noventiq is a leading global solutions and services provider in digital
transformation and cybersecurity, headquartered in London. Noventiq enables,
facilitates and accelerates the digital transformation of its customers'
businesses, connecting over 80,000 organizations from all industries with
hundreds of best-in-class IT vendors, and delivering its own services and
solutions.

 

Noventiq delivered gross revenue of approximately US$1.6 billion in the fiscal
year of 2023. Noventiq's c. 6,400 employees work in almost 60 countries
throughout Asia, Latin America, Europe, The Middle East and Africa - with a
focus on markets with significant growth potential.

 

Additional information about Noventiq can be found
here: https://noventiq.com/investor-relations
(https://noventiq.com/investor-relations)

 

 

About Corner Growth Acquisition Corp.

 

Corner Growth Acquisition Corp. (Nasdaq: COOL) is a special purpose
acquisition company (SPAC) focused on partnering with a high growth technology
company. Corner Growth's mission is to deliver value to its investors by
providing a compelling alternative to a traditional public offering. Corner
Growth is uniquely positioned to deliver on its value-add approach given its
management team's history, experience, relationships, leadership and track
record in identifying and investing in disruptive technology companies across
all technology verticals.

 

Corner Growth also brings a group of highly respected investment
professionals, with strong track records and deep individual experience in
SPAC and de-SPAC processes, a rolodex of premier public market investors, and
a team of advisors who offer experience and access to networks across a broad
functional and physical geography.

 

 

Forward Looking Statements

 

Certain statements made herein that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under
The Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "expect," "target,"
"aim," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook" and 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 future events, the Business Combination between Corner Growth and
Noventiq, the estimated or anticipated future results and benefits of the
Combined Company following the Business Combination, including the likelihood
and ability of the parties to successfully consummate the Business
Combination, future opportunities for the Combined Company, statements
regarding Noventiq's future financial position, and other statements that are
not historical facts. These statements are based on the current expectations
of Corner Growth's management and/or Noventiq's management, as applicable, 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
Corner Growth and Noventiq. These statements are subject to a number of risks
and uncertainties regarding Noventiq's business, Corner Growth's businesses
and the Business Combination, and actual results may differ materially. These
risks and uncertainties include, but are not limited to, general economic,
political and business conditions; the inability of the parties to consummate
the Business Combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the shareholders of Corner Growth
or Noventiq for the potential transaction is not obtained; failure to realize
the anticipated benefits of the Business Combination, including as a result of
a delay in consummating the potential transaction or difficulty in integrating
the businesses of Corner Growth or Noventiq; the risk that the Business
Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; the ability of the
Combined Company to grow and manage growth profitably and retain its key
employees; the amount of redemption requests made by Corner Growth's
shareholders; the inability to obtain or maintain the listing of the
post-acquisition company's securities on Nasdaq following the Business
Combination; costs related to the Business Combination; the impact of
competitive products and pricing on Noventiq; Noventiq's ability to offer
vendors' products for sale to customers and to earn incentives on such sales;
demand for Noventiq's services and solutions; the ability of Noventiq to
achieve operating synergies from acquired businesses; the successful
integration of acquired businesses; breaches in cybersecurity or disruption to
IT systems; Noventiq's ability to attract, hire, train and retain experienced
personnel; fluctuations in currency exchange rates; the ability to comply with
the laws and regulations across the markets in which Noventiq operates; other
risks and uncertainties detailed from time to time in Noventiq's filings with
regulatory authorities; and those factors discussed in Corner Growth's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, filed with
the SEC on March 31, 2021, in Corner Growth's Annual Report on Form 10-K for
the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023,
and other filings with the SEC. If any of these risks materialize or if
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that Corner Growth and/or Noventiq presently do not know or that Corner
Growth and/or Noventiq 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 provide the expectations,
plans or forecasts of future events and views of Corner Growth and/or Noventiq
as of the date of this communication. Corner Growth and Noventiq anticipate
that subsequent events and developments will cause their assessments to
change. However, while Corner Growth and/or Noventiq may elect to update these
forward-looking statements at some point in the future, Corner Growth and
Noventiq specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Corner Growth's and/or
Noventiq's assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements.

 

 

Disclaimer

 

This release shall neither constitute an offer to sell or the solicitation of
an offer to buy any securities,

nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would

be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction.

 

The unaudited estimated financial results for Noventiq included in this
release are preliminary and

subject to revision based upon the completion of Noventiq's fiscal year-end
audit. As a result,

Noventiq's actual results for the fiscal year ended March 31, 2023 may differ
materially from the

estimated preliminary unaudited financial results upon the completion of the
Noventiq's financial

closing procedures, as a result of the fiscal year-end audit, or upon
occurrence of other developments

that may arise prior to the time its financial results are finalized.
Additional information and disclosures

would be required for a more complete understanding of Noventiq's financial
position and results of

operations as of, and for the fiscal year ended, March 31, 2023.

 

 

Noventiq Contacts

 

Investors:

Steven Salter

Global Investor Relations VP

IR@noventiq.com (mailto:IR@noventiq.com)

 

Media:

Rocio
Herraiz

Global Head of Communications

pr@noventiq.com (mailto:pr@noventiq.com)

 

Corner Growth Contacts

 

Investors:

Ryan Flanagan, ICR

ryan.flanagan@icrinc.com (mailto:ryan.flanagan@icrinc.com)

 

Media:

Brian Ruby, ICR

Brian.ruby@icrinc.com (mailto:Brian.ruby@icrinc.com)

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