June 30, 2022 – The previously announced business combination agreement between Proximus’ fast-growing US-based subsidiary Telesign and NAAC, dated December 16, 2021, has been terminated, as the customary conditions precedent (including the minimum cash condition) required to close the transaction were not met by June 30 as stipulated in the business combination agreement.
This decision, which is a result of the high volatility in market trading linked to the external macro-economic environment, implies that the intended public listing of Telesign through a deSPAC transaction with NAAC will not take place. Proximus remains fully committed to further supporting Telesign’s future growth.
Since the announcement of the envisioned business combination in December 2021, the market conditions for public listings have significantly deteriorated due to external macro-economic factors.
Despite these external circumstances impeding the envisioned public listing of Telesign through a business combination with NAAC, Proximus’ fast-growing subsidiary in the digital identity and CPaaS is well equipped to pursue its growth trajectory. As the first-quarter 2022 results have underlined once again, Telesign has shown that it delivers upon a sound strategy and is on track to further reinforce its position as a leading digital identity and CPaaS provider.
Proximus is convinced that the mid- and long-term value creation generated by Telesign is not affected. Having completed all the preparatory steps required to become a public company, and benefiting from a strong commercial momentum, the company is ready to continue its strategic growth trajectory. Proximus remains fully committed to supporting Telesign in capturing growth opportunities to leverage its full potential and remains open to all available options to accelerate that growth. The funding needs of Telesign to realise its published growth trajectory are estimated to be around USD 90 million, spread over the 2022-2024 timeframe. Proximus will be considering different routes for this funding.
“We regret that the market conditions do not enable the envisioned business combination between Telesign and NAAC, despite the strong commercial performance of Telesign in recent quarters, “said Guillaume Boutin, CEO of the Proximus Group. “We remain as confident as ever in Telesign’s future growth, sound strategy and strong value propositions. We are very satisfied with Telesign’s track record so far and reiterate our commitment to further supporting its growth trajectory, driven by a strong belief in the company’s potential and compelling equity story.”
“In light of current market conditions, we believe that the best course of action for Telesign is to remain private for the near-term,” said Joe Burton, CEO of Telesign. “We will revisit this strategy when overall market conditions improve. While difficult, this decision does not impact our ability to execute on our long-term objectives. We continue to see accelerating demand for our Digital Identity offering and the entire management team is fully committed to pursuing this opportunity.”
Telesign provides continuous trust to leading global enterprises by connecting, protecting and proactively defending their digital identities. Telesign verifies over five billion unique phone numbers a month, representing half of the world's mobile users, and provides critical insight into the remaining billions. The company's powerful AI and extensive data science deliver identity with a unique combination of speed, accuracy and global reach. Telesign solutions prevent fraud, secure communications and enable the digital economy by allowing companies and customers to engage with confidence. Learn more at www.telesign.com and follow us on Twitter at @Telesign.
Proximus Group (Euronext Brussels: PROX) is a provider of digital services and communication solutions operating in the Belgian and international markets. Delivering communication and entertainment experiences for residential consumers and enabling digital transformation for enterprises, we open up a world of digital opportunities so people live better and work smarter. Thanks to advanced interconnected fixed and mobile networks, Proximus provides access anywhere and anytime to digital services and data, as well as to a broad offering of multimedia content. Proximus is a pioneer in ICT innovation, with integrated solutions based on IoT, Data analytics, cloud and security.
Proximus has the ambition to become the reference operator in Europe through next generation networks, a truly digital mindset and a spirit of openness towards partnerships and ecosystems, while contributing to a safe, sustainable, inclusive and prosperous digital Belgium.
In Belgium, Proximus’ core products and services are offered under the Proximus, Mobile Vikings and Scarlet brands. The Group is also active in Luxembourg as, under the brand names Tango and Telindus Luxembourg, and in the Netherlands through Telindus Netherlands. The Group’s international carrier activities are managed by BICS, a leading international communications enabler, one of the key global voice carriers and the leading provider of mobile data services worldwide. With Telesign, the Group also encompasses a fast-growing leader in digital identity services, serving the world’s largest internet brands, digital champions and cloud native businesses.
With 11,532 employees, all engaged to offer customers a superior experience, the Group realized an underlying Group revenue of EUR 5,578 million end-2021.
NAAC is a blank check company, also commonly referred to as a SPAC, formed for the purpose of effecting a business combination with a company with global ambition, with a primary focus on the consumer, industrials and TMT sectors in Europe or North America, where its Board of Directors has multiple decades of experience.
NAAC closed its initial public offering on January 26, 2021 and has 24 months from such date to complete its initial business combination.
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between NAAC and Telesign. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "potential," "continue," "strategy," "future," "opportunity," "would," "seem," "seek," "outlook" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an 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. These forward-looking statements include, without limitation, Telesign's and NAAC's expectations with respect to anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of NAAC's Form 10-K and initial public offering prospectus, and its subsequent quarterly reports on Form 10-Q. In addition, there will be risks and uncertainties described in the Form S-4 and other documents filed by NAAC or NewCo from time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Many of these factors are outside Telesign's and NAAC's control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against NAAC or Telesign following the announcement of the proposed business combination; (2) the inability to complete the proposed business combination, including due to the inability to concurrently close the business combination and related transactions, including the private placement of common stock or due to failure to obtain approval of the shareholders of NAAC; (3) the risk that the proposed business combination may not be completed by NAAC's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NAAC; (4) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval by the shareholders of NAAC, the satisfaction of the minimum cash requirement following any redemptions by NAAC's public shareholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed business combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (7) volatility in the price of NAAC's or Telesign's securities; (8) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (9) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (10) costs related to the proposed business combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Telesign operates; (14) the impact of the global COVID-19 pandemic; (15) the potential inability of Telesign to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (16) the enforceability of Telesign's intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (17) other risks and uncertainties described in NAAC's Annual Report, its initial public offering prospectus, and its subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Telesign and NAAC caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Telesign nor NAAC gives any assurance that Telesign or NAAC will achieve its expectations. None of Telesign or NAAC undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.
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Lauren Ward, Senior Manager of PR