- Nuvini acquires and manages a portfolio of
high growth software-as-a-service ("SaaS") companies in
Latin America.
- The expected funding and capital markets access from the
proposed business combination will enable Nuvini to continue
furthering its acquisition strategy.
- Combined company to have an enterprise value of
approximately US$312 million, with
the proposed business combination expected to provide approximately
US$43 million in gross proceeds,
assuming no further redemptions by public stockholders of Mercato
Partners Acquisition Corporation.
- All existing Nuvini shareholders are expected to roll
100% of their equity holdings into the combined
company.
- The proposed business combination is expected to close in
the third quarter of 2023.
SAO
PAULO and SALT LAKE
CITY, Feb. 27, 2023 /PRNewswire/ -- Nvni
Group Limited ("NewCo") and Mercato Partners Acquisition
Corporation, a publicly-listed special purpose acquisition company
(Nasdaq: MPRA) ("Mercato"), today announced that they have entered
into a business combination agreement by and among NewCo, Nuvini
Holdings Limited (with all its subsidiaries, the "Nuvini Group"),
Nuvini Merger Sub, Inc. and Mercato (the "business combination
agreement"). Upon completion of the proposed business combination,
the combined company will operate under the "Nuvini" name and its
ordinary shares are expected to be listed on the Nasdaq Stock
Market under the ticker symbol "NVNI." The business combination is
expected to provide the Nuvini Group with access to the public
equity capital markets and thereby position it to continue growing
its portfolio of SaaS companies.
Mercato is a special purpose acquisition company led by veteran
investor and executive Dr. Gregory
Warnock, who serves as Chairman and Chief Executive Officer.
Mercato's sponsor, Mercato Partners Acquisition Group, LLC, is an
affiliate of Mercato Management, LLC, a private multi-practice
investment firm that provides funding, strategic guidance and
growth support for rapidly expanding technology, branded consumer,
and food and beverage companies.
Founded in in São Paulo, Brazil, in 2020 by seasoned Brazilian serial
entrepreneur and investor Pierre
Schurmann, Nuvini S.A. ("Nuvini") is the leading private
serial software business acquirer in Latin America. With seven
companies currently in its portfolio, the Nuvini Group intends to
use the expected funding and capital market access from the
business combination to continue furthering its acquisition
strategy.
Following the closing of the business combination, Nuvini's
founder Pierre Schurmann will
continue as Chief Executive Officer and Luis Busnello will continue as Chief Operating
Officer of the combined company.
"Going public would, by itself, be an important step on our
long-term strategy to become the leaders of B2B SaaS in
Latin America. We believe
partnering with a high-performing and experienced group like
Mercato that is rooted in funding high-growth technology companies
outside of high concentrated capital centers will be even more
valuable"- said Pierre Schurmann,
Nuvini's CEO.
"We believe Nuvini will bring great value to our investors,"
said Greg Warnock. "Their vision to
foster the entrepreneurial spirit and create value through
long-term partnerships aligns perfectly to the foundational pillars
for which we founded Mercato."
Transaction Overview
The estimated pro forma enterprise value of the combined company
is $312 million, including an
anticipated $23 million in cash net
of Nuvini debt at the time of closing, assuming no further
redemptions by Mercato's existing stockholders. The transaction,
which has been unanimously approved by the boards of directors of
Nuvini and Mercato, is subject to approval by the stockholders of
Nuvini and Mercato, respectively, and other customary closing
conditions. The proposed business combination contemplates that
Nuvini shareholders will roll 100% of their equity holdings into
the combined company and will hold approximately 70% of the issued
and outstanding ordinary shares of the combined company immediately
following the consummation of the transaction, assuming no
redemptions by Mercato's existing public stockholders and no
exercise of Mercato's currently outstanding warrants.
All cash remaining on the combined company's balance sheet at
the closing of the transaction, after the settlement of
transaction-related expenses, is expected to be utilized for
working capital and general corporate purposes.
A more detailed description of the transaction terms and a copy
of the business combination agreement will be included in a Current
Report on Form 8-K to be filed by Mercato with the United States
Securities and Exchange Commission (the "SEC"). NewCo, a newly
formed exempted company incorporated with limited liability in the
Cayman Islands, will be the
surviving public company following the consummation of the business
combination, and will file a registration statement (which will
contain a proxy statement and prospectus) with the SEC in
connection with the transaction.
Information About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is the leading private serial
software business acquirer in Latin
America. The Nuvini Group acquires software companies within
SaaS markets in Latin America. It
focuses on acquiring profitable "business-to-business" SaaS
companies with a consolidated business model, recurring revenue,
positive cash generation and relevant growth potential. The Nuvini
Group enables its acquired companies to provide mission-critical
solutions to customers within its industry or sector. Its business
philosophy is to invest in established companies and foster an
entrepreneurial environment that would enable companies to become
leaders in their respective industries. The Nuvini Group's goal is
to buy, retain and create value through long-term partnerships with
the existing management of its acquired companies. To date,
Nuvini Group's portfolio of SaaS companies consists of Effecti
Tecnologia Web Ltda., Leadlovers Tecnologia Ltda., Ipê Tecnologia
Ltda., Dataminer Dados, Informações e Documentos Ltda., OnClick
Sistemas de Informação Ltda., Simplest Software Ltda. and SmartNX
Tecnologia Ltda.
Information About Mercato
Mercato Partners Acquisition Corporation is a blank check
company formed for the purpose of entering into a business
combination with one or more businesses.
Advisors
Maxim Group LLC acted as exclusive financial advisor to Mercato
in connection with the business combination. Latham & Watkins
LLP served as Mercato's U.S. legal counsel; Machado Meyer served as its Brazilian legal
counsel; and Maples and Calder (Cayman) LLP served as its Cayman
legal counsel.
The Nuvini Group and NewCo were advised by Mayer Brown LLP as
their U.S. legal counsel; Tauil & Chequer Advogados, affiliate
of Mayer Brown LLP, as their Brazilian legal counsel; and Carey
Olsen Cayman Limited, as their Cayman legal counsel.
Forward-Looking Statements
Certain statements made herein are not historical facts but may
be considered "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended ("Securities
Act"), Section 21E of the Securities Exchange Act of 1934 and 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," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook"
or the negatives of these terms or variations of them or similar
terminology or 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 proposed business
combination between Mercato and Nuvini, 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,
including the Nuvini Group's growth strategy and its continued
acquisitions of SaaS businesses in Latin
America, and other statements that are not historical
facts.
These statements are based on the current expectations of
Mercato, Nuvini and/or Nuvini Group's management 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 Mercato,
Nuvini and the Nuvini Group. These statements are subject to a
number of risks and uncertainties regarding Nuvini Group's business
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,
including but not limited to the economic and operational
disruptions and other effects of the COVID-19 pandemic; 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 number of redemption requests made by Mercato
stockholders in connection with the business combination; the risk
that the transaction may not be completed by Mercato's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Mercato; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
business combination; the failure to satisfy the conditions to the
consummation of the transaction, including the risk that the
approval of Nuvini shareholders or Mercato stockholders for the
potential business combination is not obtained, the risk that any
closing condition in the business combination agreement is not met
and the failure to receive certain governmental and regulatory
approvals; the lack of a third party valuation in determining
whether or not to pursue the proposed transaction; failure to
realize the anticipated benefits of the business combination,
including as a result of a delay in consummating the potential
business combination; the risk that the business combination
disrupts current plans and operations as a result of the
announcement and consummation of the business combination; the
risks related to Nuvini Group's business including the efficiency
and timing of its growth strategy which depends exclusively on
continued acquisitions of SaaS businesses and relies to a great
extent on a target acquisition's receptiveness to and adoption of
the Nuvini Group's model and their acceptance of its proposals; the
risks related to the software market in general and the competition
on Nuvini Group's business; the risks related to the Nuvini Group's
technology, intellectual property and infrastructure; the risks
related to the Nuvini Group's substantial operations in
Brazil; the ability of the
combined company to execute its growth strategy, manage growth
profitably and retain its key employees; the ability of Nuvini to
obtain or maintain the listing of its securities on a U.S. national
securities exchange following the business combination; costs
related to the business combination; and other risks that will be
detailed from time to time in filings with the SEC. The foregoing
list of risk factors is not exhaustive. There may be additional
risks that Mercato and Nuvini presently do not know or that they
currently believe are immaterial that could also cause actual
results to differ from those contained in forward-looking
statements. In addition, forward-looking statements provide
expectations, plans or forecasts of future events and views of
Mercato, Nuvini and the Nuvini Group as of the date of this
communication. Mercato and Nuvini anticipate that subsequent events
and developments will cause their assessments to change. However,
while Mercato and Nuvini may elect to update these forward-looking
statements in the future, Mercato and Nuvini specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing assessments of Mercato and
Nuvini as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements. Nothing herein should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or results of such
forward-looking statements will be achieved.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination,
NewCo intends to file with the SEC a registration statement on
Form F-4, which will include a preliminary prospectus/proxy
statement and other relevant documents, which will be both the
proxy statement to be distributed to Mercato's stockholders in
connection with Mercato's solicitation of proxies for the vote by
Mercato's stockholders with respect to the proposed business
combination and other matters as may be described in the
registration statement, as well as the prospectus relating to the
offer and sale of the securities of NewCo to be issued in
connection with the business combination.
THIS COMMUNICATION IS NOT A SUBSTITUTE FOR THE REGISTRATION
STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER
DOCUMENT THAT MERCATO WILL SEND TO ITS STOCKHOLDERS IN CONNECTION
WITH THE BUSINESS COMBINATION.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security
holders will be able to obtain copies of these documents (if and
when available) and other documents filed with the SEC free of
charge at www.sec.gov. The definitive proxy statement/final
prospectus (when available) will be mailed to Mercato stockholders
as of a record date to be established for voting on the business
combination. Mercato stockholders will also be able to obtain
copies of the proxy statement/prospectus without charge, once
available, at the SEC's website at www.sec.gov, or by directing a
request to: Mercato Partners Acquisition Corporation, 2750 E.
Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121,
MPRA@mercatopartners.com.
Participants in the Solicitation
Mercato, NewCo and the Nuvini Group, and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed participants in the
solicitation of proxies of Mercato stockholders 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 the directors and officers of Mercato,
NewCo and the Nuvini Group in the registration statement on Form
F-4 to be filed with the SEC by NewCo, which will include the proxy
statement of Mercato for the business combination. Information
about Mercato's directors and executive officers is also available
in Mercato's filings with the SEC.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities in
respect of the proposed business combination. This
communication is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
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SOURCE Mercato Partners
