NEWS
Filed by Cellebrite DI Ltd.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: TWC Tech Holdings II Corp.
Commission File No. 001-39499
FOR IMMEDIATE RELEASE
Cellebrite Announces Filing of a Registration Statement on Form
F-4 in connection with its Proposed Business Combination with TWC Tech Holdings
PETAH TIKVA, Israel -- Cellebrite DI Ltd. (“Cellebrite”),
the global leader in Digital Intelligence solutions for the public and private sectors, today announced that it has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (the “Registration Statement”),
which contains a preliminary proxy statement/prospectus, in connection with the previously announced proposed business combination with
TWC Tech Holdings II Corp. (“TWC Tech Holdings”), a publicly traded special purpose acquisition company (the “Business
Combination”). While the Registration Statement has not yet become effective and the information contained therein is subject to
change, it provides important information about Cellebrite and TWC Tech Holdings, as well as the Business Combination. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus as well as other relevant documents will be mailed to shareholders
of TWC Tech Holdings as of a record date to be established for voting on the Business Combination.
TWC Tech Holdings’ Class A common stock is currently traded on
Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWCT.” In connection with the closing of the Business
Combination, subject to approval, Cellebrite intends to apply to have its ordinary shares listed on Nasdaq under the new ticker symbol
“CLBT.” Completion of the Business Combination, expected in the second or third quarter of 2021, is subject to approval by
Cellebrite’s and TWC Tech Holdings’ shareholders, respectively, satisfaction or waiver of the closing conditions identified
in the merger agreement, the Registration Statement being declared effective by the SEC, and other customary closing conditions.
About Cellebrite
Cellebrite’s mission is to enable its customers to protect and
save lives, accelerate justice and preserve privacy in communities around the world. Cellebrite is the global leader in Digital Intelligence
solutions for the public and private sectors, empowering organizations to master the complexities of legally sanctioned digital investigations
by streamlining intelligence processes. Trusted by thousands of leading agencies and companies in more than 140 countries, Cellebrite’s
Digital Intelligence platform and solutions transform how customers collect, review, analyze and manage data in legally sanctioned investigations.
To learn more visit us at www.cellebrite.com and https://www.cellebrite.com/en/investors/.
About TWC Tech Holdings II Corp.
TWC Tech Holdings II Corp. is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.
TWC Tech Holdings raised $600 million in its initial public offering in September 2020. TWC Tech Holdings securities are listed on Nasdaq
under the ticker symbols “TWCT,” “TWCTU” and “TWCTW.”
About True Wind Capital
True Wind Capital is a San Francisco-based private equity firm focused
on investing in leading technology companies. True Wind has a broad investing mandate, with deep industry expertise across software, tech-enabled
services, and hardware.
Caution Regarding Forward Looking Statements
Certain statements in this press release are forward-looking statements.
Forward-looking statements generally relate to future events including future financial or operating performance of Cellebrite. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Cellebrite and its management, are inherently uncertain. Such forward-looking statements may include
estimated financial information. Such-forward looking statements with respect to revenues, earnings, performance, strategies, prospects
and other aspects of the businesses of TWC Tech Holdings, Cellebrite or the combined company after completion of the Business Combination
are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes
to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination; (2) the inability to
complete the Business Combination due to the failure to obtain approval of the shareholders of Cellebrite and TWC Tech Holdings or other
conditions to closing; (3) the ability to meet Nasdaq’s listing standards following the completion of the Business Combination;
(4) the risk that the Business Combination disrupts current plans and operations of Cellebrite as a result of the announcement; (5) the
ability to recognize the anticipated benefits of the 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
its management and key employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations; (8) the
possibility that Cellebrite may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and
uncertainties indicated from time to time in other documents filed or to be filed with the SEC by Cellebrite. You are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of the date made. TWC Tech Holdings and Cellebrite undertake
no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required by law.
Nothing in this press release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date
they were made. None of TWC Tech Holdings or Cellebrite undertakes any duty to update these forward-looking statements except as may be
required by law.
Additional Information
This communication is being made in respect of the Business Combination
involving Cellebrite and TWC Tech Holdings. This communication does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In
connection with the Business Combination, Cellebrite has filed with the SEC the Registration Statement that includes a proxy statement
of TWC Tech Holdings in connection with TWC Tech Holdings’ solicitation of proxies for the vote by TWC Tech Holdings’ shareholders
with respect to the Business Combination and other matters as may be described in the Registration Statement. Cellebrite and TWC Tech
Holdings also plan to file other documents with the SEC regarding the Business Combination and a proxy statement/prospectus will be mailed
to holders of shares of TWC Tech Holdings’ Class A ordinary shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. The proxy
statement/prospectus, as well as other filings containing information about Cellebrite and TWC Tech Holdings will be available without
charge at the SEC’s website (http://www.sec.gov), or at Cellebrite’s website at www.cellebrite.com, or by directing a request
to: TWC Tech Holdings II Corp., Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.
Participants in the Solicitation
Cellebrite and TWC Tech Holdings and their respective directors and
officers may be deemed participants in the solicitation of proxies of TWC Tech Holdings shareholders in connection with the Business Combination.
TWC Tech Holdings shareholders, Cellebrite’s shareholders and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of Cellebrite and TWC Tech Holdings at Cellebrite’s website at www.cellebrite.com,
or in TWC Tech Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, respectively.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to TWC Tech Holdings’ shareholders in connection with the Business Combination will
be set forth in the proxy statement/prospectus for the Business Combination when available. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement/prospectus
filed with the SEC in connection with the Business Combination.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a proxy,
consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to
sell or exchange, or a solicitation of an offer to buy or exchange, the securities of Cellebrite, TWC Tech Holdings or the combined company,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Contacts
For Cellebrite:
Media
Adam Jaffe
VP of Global Communications
adam.jaffe@cellebrite.com
+1 973 206 7643
Investors
Anat Earon-Heilborn
VP, Investor Relations
+972 73 394 8440
investors@cellebrite.com
For TWC Tech Holdings:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
TWCT@gasthalter.com
+1 (212) 257-4170
4
TWC Tech Holdings II (NASDAQ:TWCT)
過去 株価チャート
から 5 2024 まで 6 2024
TWC Tech Holdings II (NASDAQ:TWCT)
過去 株価チャート
から 6 2023 まで 6 2024