Definitive Business Combination Agreement
Expected to Provide up to $100 Million in Capital to Wejo and
$11.25 per Share for TKB Shareholders
Company to Provide a Business Update on
Tuesday, January 10, 2023 at 10:00 am EST
Wejo Group Limited (NASDAQ:WEJO) (“Wejo”), a global leader in
Smart Mobility for Good™ cloud and software analytics for
connected, electric and autonomous mobility, today announced that
it has entered into a definitive business combination agreement to
combine with TKB Critical Technologies 1 (NASDAQ: USCT) (“TKB”).
The proposed business combination is subject to a number of closing
conditions and the parties anticipate that the transaction will
close in the second quarter of 2023. Upon closing of the business
combination, the combined company will retain Wejo’s ticker symbol
and will continue to trade on the Nasdaq Stock Market LLC.
Through a combination of an anticipated PIPE raise and funds
from TKB’s trust, Wejo believes that this transaction can raise up
to $100 million to fund its growth initiatives and position the
company to execute on its strategic goals, and potentially reach
cash flow breakeven which is expected by mid-2025. Wejo will
continue to work on additional short-term funding initiatives to
provide bridge capital until the transaction closes.
Wejo continues to perform well in the market and has reached a
point of inflection in its growth rates. As announced for the third
quarter of 2022, Wejo’s financial metrics and KPIs demonstrate
significant progress with its customer base. Wejo’s revenue in
third quarter of 2022 was up more than 600%, total contract value
(“TCV”) was up over 70%, annual recurring revenue (“ARR”) was up
63% and total customers were up over 80% when compared to the third
quarter of last year. Building on the operational successes of
2022, Wejo expects to again deliver revenue growth in the range of
200% to 300% in 2023, representing revenue in the range of $20
million to $30 million. Additionally, as a result of the
significant growth in revenue and a continued focus on expenses,
Wejo anticipates that its operating cash burn in 2023 will be
significantly lower than 2022, in the range of $60 million to $70
million.
Operationally, Wejo has been the recipient of multiple industry
awards, works with 28 automotive original equipment manufacturers
(“OEMs”), fleets and tier 1’s around the world, boasts nearly 60
patents pending and has strategic partnerships with General Motors,
Microsoft Corporation, Sompo Holdings, Inc. and Palantir
Technologies Inc. Additionally, Wejo’s partner and customer
successes are driven by the company transforming billions of
real-time data points into solutions for departments of
transportation (“DOTs”), universities, insurance providers,
audience and media measurement, fleets, and many other verticals
the company serves. Customers can use Wejo's data to transform
public and private sector life by improving traffic flow and
safety, enhancing insurance policies, delivering a better EV
ownership experience and offering a better return on targeted
product promotion.
Recent business successes include expanding the company’s
insurance offerings with Ford, teaming up with Capital Broadcasting
Company on infotainment insights, partnering with Microsoft on its
Connected Fleets initiative, expanding the number of DOTs it works
with, and being named Frost & Sullivan’s Best Practices Company
of the Year Award winner in the Global Connected Car Data Exchange
Platforms industry.
Throughout 2022, Wejo received continued financial and
commercial backing from investors and strategic partners, including
large global automotive OEMs Ford and General Motors, and insurance
companies such as Sompo Light Vortex, Inc. Wejo expects to continue
to develop its strong relationships with these partners.
The proposed business combination is structured as a
stock-for-stock merger, whereby each of Wejo and TKB will become
wholly owned subsidiaries of a new holding company (“Wejo
Holdings”). At closing of the transaction, each issued and
outstanding share and warrant of TKB will be exchanged for the
right to receive a number of Wejo Holdings common shares and
warrants, respectively, based on an exchange ratio calculated by
dividing $11.25 by the volume weighted average price per Wejo
common share for the 15 consecutive trading days immediately
preceding the second trading day prior to the date of Wejo’s
shareholders’ meeting, subject to a collar. Wejo shareholders will
receive equivalent shares in Wejo Holdings.
The structure of this transaction seeks to limit TKB stockholder
redemptions and maximize cash delivered to Wejo by providing TKB
investors with an approximately 10% premium to the estimated cash
in TKB’s trust in Wejo Holdings shares. The transaction is expected
to provide up to $100 million in combined cash proceeds from the
funds in trust and the proceeds of a contemplated PIPE to be raised
prior to closing to successfully execute on Wejo’s strategy.
Certain shareholders of Wejo cumulatively representing at least
11% of Wejo’s share capital have entered into voting agreements
with TKB providing that, among other things, such shareholders will
vote their shares of Wejo in favor of the transaction, subject to
customary exceptions. Similarly, TKB’s sponsor has entered into a
voting agreement with Wejo providing that, among other things, it
will vote its shares in favor of the transaction, subject to
customary exceptions.
The board of directors of Wejo and the board of directors of TKB
have each unanimously approved the business combination agreement
and the transactions contemplated thereby.
Richard Barlow, co-founder and CEO of Wejo, said “This
transaction is transformative for Wejo, providing significant
funding progress in our bridge to profitability and allowing us to
make critical investments in our technology platform and product
portfolio. The deal signifies a clear recognition that Wejo’s
market differentiating Smart Mobility for Good products and
services are world-class and positions the company to invest and
capitalize on the expected tidal wave of business growth
opportunities.”
Philippe Tartavull, Executive Chairman of TKB stated,
“Strengthening America’s core infrastructure has been a key
objective of TKB, and Wejo, as a leader in the smart mobility space
is an integral part of this mission. With an unmatched ability to
access real time data from multiples sensors from over 20 million
cars, Wejo provides a critical resource in cases of emergency
through real time traffic management, improving performance and
security. In addition to monetizing data to various players of the
automotive space, Wejo has developed a number of value-added
solutions serving different verticals in both the public and
private sector. As the automotive industry evolves with electric
vehicles and other modes of transportation, we believe Wejo will
become more and more critical.”
Angela Blatteis, co-CEO, CFO and Director of TKB, said, “We are
breaking new ground with a unique deSPAC transaction, whereby TKB
shareholders are offered a material and immediate premium to the
trust value by Wejo in an acquisition of its shares, while
providing an opportunity to participate in the development and
scaling of a high growth rate critical infrastructure asset. We
could not be more excited to partner with the company that is
transforming the connected vehicle market."
Webcast
The business update will be webcast on the Investor Relations
page of the Company’s website at https://investors.wejo.com. A
replay of the business update call will be archived on the Investor
Relations page.
Advisors
Jefferies LLC is serving as financial advisor and capital
markets advisor to TKB and placement agent in connection with the
anticipated PIPE. White & Case LLP is serving as legal counsel
to TKB. Skadden, Arps, Slate, Meagher & Flom LLP is serving as
legal counsel to Wejo. Paul Hastings LLP is serving as legal
advisor to Jefferies LLC.
About Wejo
Wejo Group Limited is a global leader in cloud and software
analytics for connected, electric, and autonomous mobility,
revolutionizing the way we live, work and travel by transforming
and interpreting historic and real-time vehicle data. The Company
enables smarter mobility by organizing trillions of data points
from 20.8 million vehicles, of which 13.9 million were active on
the platform transmitting data in near real-time, and over 94.6
billion journeys globally as of December 31, 2022, across multiple
brands, makes and models, and then standardizing and enhancing
those streams of data on a vast scale. Wejo partners with ethical,
like-minded companies and organizations to turn that data into
insights that unlock value for consumers. With the most
comprehensive and trusted data, information, and intelligence, Wejo
is creating a smarter, safer, more sustainable world for all.
Founded in 2014, Wejo has offices in Manchester, UK and in regions
where Wejo does business around the world. For more information,
visit www.wejo.com or connect with us on LinkedIn, Twitter, and
Instagram.
About TKB
TKB Critical Technologies 1 is a blank check company whose
business purpose is to effect a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. TKB is dedicated to
investing in critical technologies and the resources needed to
manufacture those technologies for America and our allied nations.
The firm is led by Angela Blatteis, Co-CEO, CFO & Director,
Greg Klein Co-CEO & Director, and Philippe Tartavull, Executive
Chairman. For more information, visit www.tkbtech.com
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities law. Such statements are
based upon current plans, estimates and expectations of management
of Wejo and TKB in light of historical results and trends, current
conditions and potential future developments, and are subject to
various risks and uncertainties that could cause actual results to
differ materially from such statements. The inclusion of
forward-looking statements should not be regarded as a
representation that such plans, estimates and expectations will be
achieved. Words such as “anticipate,” “expect,” “project,”
“intend,” “believe,” “may,” “will,” “should,” “plan,” “could,”
“continue,” “target,” “contemplate,” “estimate,” “forecast,”
“guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,”
and words and terms of similar substance used in connection with
any discussion of future plans, actions or events identify
forward-looking statements. All statements, other than historical
facts, including statements regarding the expected timing of the
closing of the proposed transaction; the ability of the parties to
complete the proposed transaction considering the various closing
conditions; the expected benefits of the proposed transaction; the
competitive ability and position of the combined company; and any
assumptions underlying any of the foregoing each are
forward-looking statements. Important factors that could cause
actual results to differ materially from Wejo’s and TKB’s plans,
estimates or expectations could include, but are not limited to:
(i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect Wejo’s and
TKB’s businesses and the price of their respective securities; (ii)
uncertainties as to the timing of the consummation of the proposed
transaction and the potential failure to satisfy the conditions to
the consummation of the proposed transaction, including obtaining
shareholder approvals with respect to the extension proposal and
business combination; (iii) the proposed transaction may involve
unexpected costs, liabilities or delays; (iv) the effect of the
announcement, pendency or completion of the proposed transaction on
the ability of Wejo to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom Wejo
does business, or on Wejo’s operating results and business
generally; (v) Wejo’s business may suffer as a result of
uncertainty surrounding the proposed transaction, disruption of
management’s attention due to the proposed transaction, disruption
of current plans and operations, and potential difficulties in
employee retention; (vi) the outcome of any legal proceedings
related to the proposed transaction or otherwise, or the impact of
the proposed transaction thereupon; (vii) Wejo or TKB may be
adversely affected by other economic, business, and/or competitive
factors; (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement and the proposed transaction; (ix)
restrictions during the pendency of the proposed transaction that
may impact Wejo’s or TKB’s ability to pursue certain business
opportunities or strategic transactions; (x) risks that the
anticipated benefits of the proposed transaction or other
commercial opportunities may otherwise not be fully realized or may
take longer to realize than expected; (xi) the impact of
legislative, regulatory, economic, competitive and technological
changes; (xii) risks relating to the value of the Wejo common
shares to be issued in the proposed transaction; (xiii) exposure to
inflation, currency rate and interest rate fluctuations and risks
associated with doing business locally and internationally, as well
as fluctuations in the market price of Wejo’s and TKB’s traded
securities; (xiv) the impact of the COVID-19 pandemic on Wejo’s and
TKB’s business and general economic conditions; and (xv) the
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Wejo’s and TKB’s response to any of the
aforementioned factors. Additional factors that may affect the
future results of Wejo and TKB are set forth in their respective
filings with the United States Securities and Exchange Commission
(the “SEC”), including each of Wejo’s and TKB’s most recently filed
Annual Reports on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the SEC,
which are available on the SEC’s website at www.sec.gov. See in
particular Item 1A of Part II of Wejo’s Comprehensive Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 under the
heading “Risk Factors,” and Wejo’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2022 under the heading “Risk
Factors”, and Item 1A of Part II of TKB’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021 under the heading
“Risk Factors” and TKB’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022 under the heading “Risk Factors.”
The risks and uncertainties described above and in the SEC filings
cited above are not exclusive and further information concerning
Wejo and TKB and their respective businesses, including factors
that potentially could materially affect their respective
businesses, financial conditions or operating results, may emerge
from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not
to place undue reliance on any forward-looking statements. Readers
should also carefully review the risk factors described in other
documents that Wejo and TKB file from time to time with the SEC.
The forward-looking statements in this press release speak only as
of the date of this press release. Except as required by law, Wejo
and TKB assume no obligation to update or revise these
forward-looking statements for any reason, even if new information
becomes available in the future.
Additional Information
In connection with the proposed transaction, Wejo and TKB plan
to file with the SEC and mail or otherwise provide to their
respective shareholders a joint proxy statement/prospectus
regarding the proposed transaction, which will be contained in a
Registration Statement on Form S-4 (as amended or supplemented from
time to time, the “Joint Proxy Statement/Prospectus”). INVESTORS
AND WEJO’S AND TKB’S RESPECTIVE SHAREHOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF WEJO AND TKB
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and shareholders
will be able to obtain a free copy of the Joint Proxy
Statement/Prospectus and other documents containing important
information about Wejo and TKB, once such documents are filed with
the SEC, from the SEC’s website at www.sec.gov. Wejo and TKB make
available free of charge at www.wejo.com and www.tkbtech.com,
respectively (in the “Investor Relations” section and “Investors”
section, respectively), copies of materials they file with, or
furnish to, the SEC.
No Offer or Solicitation
This communication shall not 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 such offer,
solicitation or sale 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 U.S.
Securities Act of 1933, as amended.
Participants in the Solicitation
Wejo, TKB and their respective directors, executive officers and
certain employees and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders
of Wejo and TKB in connection with the proposed transaction.
Securityholders may obtain information regarding the names,
affiliations and interests of Wejo’s directors and executive
officers in Wejo’s Comprehensive Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, which was filed with the SEC
on March 31, 2022 (as amended on April 11, 2022) and definitive
proxy statement for the 2022 annual meeting of shareholders, which
was filed with the SEC on April 28, 2022. Securityholders may
obtain information regarding the names, affiliations and interests
of TKB’s directors and executive officers in TKB’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, which was
filed with the SEC on March 14, 2022. Additional information
regarding the interests of such individuals in the proposed
transaction will be included in the Joint Proxy
Statement/Prospectus relating to the proposed transaction when it
is filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC’s website at www.sec.gov,
Wejo’s website at www.wejo.com and TKB’s website at
www.tkbtech.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230110005640/en/
Investors: Tahmin Clarke Investor.relations@wejo.com
Idalia Rodriguez, Arbor Advisory Group on behalf of Wejo Arbor
Advisory Group Investor.relations@wejo.com
Media: Ben Hohmann Ben.Hohmann@wejo.com
Wejo (NASDAQ:WEJO)
過去 株価チャート
から 1 2025 まで 2 2025
Wejo (NASDAQ:WEJO)
過去 株価チャート
から 2 2024 まで 2 2025
