PETAH TIKVA, Israel, Aug. 9,
2021 /PRNewswire/ -- Cellebrite DI
Ltd. ("Cellebrite"), the global leader in Digital Intelligence
solutions for the public and private sectors, today announced its
Registration Statement on Form F-4 in connection with the
previously announced business combination (the "Business
Combination") with TWC Tech Holdings II Corp. ("TWC") (Nasdaq:
TWCT), a publicly-listed special purpose acquisition company, has
been declared effective by the Securities and Exchange Commission
(the "SEC"). TWC has set a record date of August 5, 2021 (the "Record Date") and a meeting
date of August 27, 2021 for its
special meeting for TWC stockholders to approve the previously
announced Business Combination (the "Special Meeting").
The Special Meeting will be held virtually via live webcast on
August 27, 2021 at
https://web.lumiagm.com/272139865. The proxy statement/prospectus
contains important information about Cellebrite, TWC and the
Business Combination, and is available
on: https://sec.report/CIK/0001854587. TWC stockholders of
record as of August 5, 2021 will be
mailed the proxy materials in connection with the Business
Combination and will be entitled to vote at the special
meeting.
If the proposals at the Special Meeting are approved, the
Business Combination is expected to close promptly thereafter
and Cellebrite ordinary shares and warrants will be listed on
Nasdaq under the new ticker symbols "CLBT" and "CLBTW,"
respectively, subject to the satisfaction of customary closing
conditions.
Each TWC stockholder's voting control number is found on its
Voting Instruction Form. If a TWC stockholder held shares as of the
August 5, 2021 Record Date and did not receive or misplaced
its Voting Instruction Form, such TWC stockholder should contact
its bank, broker or other nominee for a replacement or to obtain
its control number in order to vote. A bank, broker or other
nominee is a person or firm that acts as an intermediary between an
investor and the stock exchange, who can help a TWC stockholder
vote its shares.
If a TWC stockholder needs assistance with voting its shares,
please contact Morrow Sodali LLC ("Morrow"), TWC's proxy solicitor,
for help, by calling toll-free at +1 (800) 662-5200 (banks and
brokers can call collect at +1 (203) 658-9400), or by email at
TWCT.info@investor.morrowsodali.com.
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 in mastering 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 II Corp. raised $600
million in its initial public offering in September 2020. TWC Tech Holdings II Corp.'s
securities are listed on the Nasdaq Capital Market under the ticker
symbols "TWCT," "TWCTU" and "TWCTW."
Additional Information
This communication is being made in respect of the proposed
transaction involving Cellebrite and TWC. In connection with the
proposed transaction, Cellebrite has filed with the SEC a
registration statement on Form F-4 that includes a proxy statement
of TWC in connection with TWC's solicitation of proxies for the
vote by TWC's shareholders with respect to the proposed transaction
and other matters as may be described in the registration
statement. The registration statement on Form F-4 was declared
effective on August 6, 2021.
Cellebrite and TWC also plan to file other documents with the SEC
regarding the proposed transaction and a proxy statement/prospectus
is also being mailed to TWC's stockholders, seeking any required
stockholder approvals. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITYHOLDERS OF TWC ARE URGED TO READ
THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as
well as other filings containing information about Cellebrite and
TWC will be available without charge at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus can
also be obtained, when available, without charge, from 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 Solicitations
Cellebrite, TWC and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from TWC's shareholders in connection with
the proposed transaction. You can find more information about the
directors and officers of Cellebrite and TWC Tech Holdings at
Cellebrite's website at www.cellebrite.com, or in the proxy
statement/prospectus on Form F-4 filed by Cellebrite with the SEC.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests are included in the proxy statement/prospectus.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
Caution About Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 including, but not limited
to, Cellebrite's and TWC's expectations and beliefs concerning
future events and involve risks and uncertainties that may cause
actual results to differ materially from current expectations.
These factors are difficult to predict accurately and may be beyond
Cellebrite's and TWC's control. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business
strategies, events or results of operations, including financial
projections, are forward-looking statements. These statements may
be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements.
Certain of these risks are identified and discussed in the
section of Cellebrite's proxy statement/prospectus on Form F-4
titled "Risk Factors", which will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements include, without
limitation, expectations with respect to approval by TWC's
stockholders of the business combination and satisfaction of other
closing conditions. Forward-looking statements are based on
Cellebrite's or TWC's management's current expectations and
beliefs, as well as a number of assumptions concerning future
events. However, there can be no assurance that the events, results
or trends identified in these forward-looking statements will occur
or be achieved. Forward-looking statements in this communication or
elsewhere speak only as of the date made. New uncertainties and
risks arise from time to time, and it is impossible for Cellebrite
or TWC to predict these events or how they may affect Cellebrite or
TWC. Except as required by law, neither Cellebrite nor TWC has any
duty to, and does not intend to, update or revise the
forward-looking statements in this communication or elsewhere after
the date this communication is issued. In light of these risks and
uncertainties, investors should keep in mind that results, events
or developments discussed in any forward-looking statement made in
this communication may not occur. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. TWC 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.
In addition to the factors previously disclosed in Cellebrite's
reports filed with the SEC and those identified elsewhere in this
press release, the following factors, among others, could cause
results to differ materially from the forward-looking statements in
this release or historical performance: (1) risks and uncertainties
related to the inability of the parties to successfully or timely
consummate the Business Combination, including the risk that any
required regulatory approvals or stockholder approvals of TWC are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the business combination is not obtained; (2)
the number of redemption requests made by TWC's public
stockholders; (3) the ability to meet Nasdaq's listing standards
(or the standards of any other securities exchange on which
securities of the public entity are listed) following the
consummation of the Business Combination; the inability to complete
the private placement of ordinary shares of Cellebrite to certain
institutional accredited investors; (4) the risk that the proposed
transaction disrupts current plans and operations of Cellebrite as
a result of the announcement and consummation of the transactions
described herein; (5) the ability 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 its
management and key employees; the duration and global impact of
COVID-19; (6) costs related to the proposed business
combination; the outcome of any legal proceedings that may be
instituted against Cellebrite, TWC, or any of their respective
directors or officers, regarding the proposed transaction; (7) the
ability of Cellebrite or the combined company to issue equity or
equity-linked securities in connection with the proposed business
combination or in the future; the failure to realize anticipated
pro forma results and underlying assumptions, including with
respect to estimated stockholder redemptions and purchase price and
other adjustments; (8) changes in applicable laws or regulations;
(9) the possibility that Cellebrite may be adversely affected by
other economic, business, and/or competitive factors; and (10)
other risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in
forward-looking statements indicated from time to time in other
documents filed or to be filed with the SEC by TWC and in the
registration statement on Form F-4 relating to the business
combination filed by Cellebrite on May 17,
2021, as amended.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Cellebrite [,TWC or the combined company] and is
not intended to form the basis of an investment decision in
Cellebrite [,TWC or the combined company]. All subsequent written
and oral forward-looking statements concerning Cellebrite and TWC,
the proposed transaction or other matters and attributable to
Cellebrite and TWC or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above.
Contacts:
For Cellebrite
Investors
Anat Earon-Heilborn
VP Investor Relations | Cellebrite DI Ltd.
+972 73 394 8440
investors@cellebrite.com
Media
Adam Jaffe
VP of Global Communications
+1 973 206 7643
adam.jaffe@cellebrite.com
For TWC Tech Holdings II Corp.:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
+1 (212) 257-4170
TWCT@gasthalter.com
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SOURCE Cellebrite