US Market News
1月前
KORE Reports First Quarter 2026 ResultsMay 11, 2026 4:30 PM
PR Newswire (US) Company Increases Connections and Grows Free Cash Flow in First Quarter 2026 ATLANTA, May 11, 2026 /PRNewswire/ -- KORE Group Holdings, Inc. (NYSE: KORE) ("KORE" or the "Company"), the global pure-play Internet of Things ("IoT") hyperscaler and provider of IoT Connectivity, Solutions and Analytics, today reported financial and operational results for the quarter ended March 31, 2026. First Quarter 2026 Financial HighlightsRevenue was $65.8 million, down $6.3 million due to a decline in IoT Solutions partially offset by $2.3 million increase in IoT Connectivity.Total Connections[1] was 21.9 million, up 11% from the same period last year.Net Loss was $28.5 million, an increase of $13.5 million or 91% from the same period last year due to transaction-related expenses and the change in fair value of warrant liability.Adjusted EBITDA increased to $15.4 million, up $1.0 million or 7% from the same period last year.Cash provided by operations was $4.7 million, up $1.9 million from the same period last year.Free Cash Flow increased to $2.7 million, up $2.1 million from the same period last year."The first quarter of 2026 demonstrates the momentum in our core IoT Connectivity business, which continues to be the engine of our growth. Adding over two million connections year-over-year while increasing our IoT Connectivity revenue is a testament to the essential role we play for our customers," said Ron Totton, KORE's President & CEO. "This focus on our core services allowed us to once again deliver positive free cash flow for our stockholders," added Totton.1 See "Key Operational Metrics" below for definitions.
The tables below summarize the Company's revenue and specific key operational metrics:
Three Months Ended March 31, ($ in thousands) 2026
2025IoT Connectivity $56,212
85 %
$53,917
75 %IoT Solutions $9,607
15 %
$18,225
25 %Total Revenue $65,819
100 %
$72,142
100 %Period End Total Connections 21.9 million
19.8 millionAverage Connections Count for the Period 21.3 million
19.7 millionPending TransactionAs previously announced on February 27, 2026, the Company entered into the Agreement and Plan of Merger, dated February 26, 2026, with KONA Parent, L.P. and KONA Merger Sub Co. (the "Merger Agreement") whereby the Company would be acquired by affiliates of Searchlight Capital Partners, L.P. and Abry Partners, as well as certain other stockholders of the Company in an all-cash transaction with an enterprise value of approximately $726 million, including the assumption of debt. The proposed transaction will result in the Company becoming a private company and is expected to close in the second or third quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by Disinterested Stockholders, as defined in the Merger Agreement. In light of the transaction, the Company will not host an earnings conference call.About KOREKORE is a pioneer, leader, and trusted advisor delivering mission-critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and deployment agility accelerate and materially impact our customers' business outcomes. For more information, visit www.korewireless.com.Non-GAAP Financial MeasuresIn addition to our results as determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.EBITDA and Adjusted EBITDA"EBITDA" is defined as net income (loss) before other non-operating expenses or income, income tax expense or benefit, and depreciation and amortization. "Adjusted EBITDA" is defined as EBITDA adjusted for unusual and other significant items that management views as distorting the operating results from period to period. Such adjustments may include stock-based compensation, integration and acquisition-related charges, tangible and intangible asset impairment charges, certain contingent liability reversals, transformation, and foreign currency transaction gains and losses. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by nor presented in accordance with GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company's financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies may not calculate Adjusted EBITDA in the same fashion.Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.Free Cash FlowFree Cash Flow is a non-GAAP measure defined as net cash provided by (used in) operating activities, reduced by capital expenditures, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations because it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.Key Operational MetricsKORE reviews a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. The calculation of the key operational metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors.Number of Customer ConnectionsOur "Total Number of Connections" or "Total Connections" with respect to any financial period constitutes the total of all our IoT Connectivity services connections for such period, which includes the contribution of eSIMs but excludes certain connections where mobile carriers license our subscription management platform from us. The "Average Connections Count" with respect to any financial period is the simple average of the total connections for such period.These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and/or device-based perspective. We believe that investors also use these metrics for similar purposes.Cautionary Note on Forward-Looking StatementsThis press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "guidance," "project," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar 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 the completion of the acquisition of the Company pursuant to the Merger Agreement and expected timing for closing, the receipt of regulatory and stockholder approvals of the acquisition, expected financial and other risks, future operational performance and efficiency, expected revenue and Total Connections and Connectivity demand. These statements are based on various assumptions and on the current expectations of KORE's management. 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 or other person 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 KORE. These forward-looking statements are subject to a number of risks and uncertainties, including those set forth in the Risk Factors section in our most-recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks that the acquisition transaction will not close in the timeframe expected, or at all; the risk that the expected benefits and effects of the acquisition transaction will not be achieved; the risk that the requisite number of KORE stockholders fail to approve the acquisition transaction; the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition transaction; the risk that KORE's business will suffer due to uncertainty related to the acquisition transaction risks related to the rollout of KORE's business and the timing of expected business milestones; risks relating to the integration of KORE's acquired companies changes in the assumptions underlying KORE's expectations regarding its future business; our ability to negotiate and sign a definitive contract with a customer in our sales funnel; the effects of competition on KORE's future business; and the outcome of judicial proceedings to which KORE is, or may become a party. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that KORE presently does not know or that KORE currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect KORE's expectations, plans or forecasts of future events and views as of the date of this press release. KORE anticipates that subsequent events and developments will cause these assessments to change. However, while KORE may elect to update these forward-looking statements at some point in the future, KORE specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing KORE's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.KORE Investor Contact:Vik Vijayvergiya
Vice President, IR, Corporate Development and Strategy
vvijayvergiya @Air ForceKORE GROUP HOLDINGS, INC.RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA(UNAUDITED)
Three Months Ended March 31,(in thousands)2026
2025Net loss$(28,456)
$(14,908)Income tax expense74
1,109Interest expense, net13,170
12,833Depreciation and amortization13,151
13,911EBITDA$(2,061)
$12,945Change in fair value of warrant liability11,544
(1,804)Integration-related restructuring costs4,681
4,144Stock-based compensation (benefit) expense(106)
589Foreign currency (gain) loss 1,253
(1,482)Other (1)110
63Adjusted EBITDA$15,421
$14,455
(1)"Other" adjustments are comprised of adjustments for certain indirect or non-income based taxes. KORE GROUP HOLDINGS, INC.RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
Three Months Ended March 31,(in thousands)2026
2025Net cash provided by operating activities$4,711
$2,845Capital expenditures, net(1,968)
(2,248)Free Cash Flow$2,743
$597 View original content to download multimedia:https://www.prnewswire.com/news-releases/kore-reports-first-quarter-2026-results-302768087.htmlSOURCE KORE Group Holdings, Inc. Original: KORE Reports First Quarter 2026 Results
US Market News
3月前
KORE Reports Fourth Quarter and Full Year 2025 ResultsMarch 30, 2026 6:38 PM
PR Newswire (US)
Company delivers strong profitability and Free Cash Flow growth in 2025 ATLANTA, March 30, 2026 /PRNewswire/ -- KORE Group Holdings, Inc. (NYSE: KORE) ("KORE" or the "Company"), the global pure-play Internet of Things ("IoT") hyperscaler and provider of IoT Connectivity, Solutions and Analytics, today reported financial and operational results for the quarter and full year ended December 31, 2025.
Fourth Quarter 2025 Financial HighlightsRevenue was $73.9 million, roughly flat to the same period last year, while Total Connections1 increased to 20.9 million, up 6% from 19.7 million from the same period last year.Net Loss decreased to $18.5 million, an improvement of $7.0 million or 27% from the same period last year.Adjusted EBITDA increased to $17.7 million, up $3.7 million or 26% from the same period last year.Cash provided by operations was $10.4 million, up $8.4 million from the same period last year.Free Cash Flow increased to $7.8 million, an improvement of $6.3 million from the same period last year.Full Year Consolidated Financial ResultsRevenue for the full year totaled $285.9 million, compared to $286.1 million one year ago. Net Loss for the full year was $63.0 million, compared to $146.1 million one year ago, an improvement of $83.1 million, or 57%.Adjusted EBITDA for the full year was $63.3 million, compared to $53.1 million a year ago, an increase of $10.2 million, or 19%.Cash provided by operating activities was $18.5 million for the full year, an improvement of $9.4 million year over year.Free cash flow was $8.9 million for the full year, an improvement of $12.4 million year over year.________________1 See "Key Operational Metrics" below for definitions."Our fourth-quarter performance showcased disciplined execution, and our full-year results reflected meaningful expansion in profitability and Free Cash Flow," said Ron Totton, KORE's President & CEO. "We also advanced our growth engine with continued expansion in Total Connections, underscoring durable demand for our IoT platform," added Totton.The tables below summarize the Company's revenue and specific key operational metrics:
Three Months Ended December 31, ($ in thousands) 2025
2024IoT Connectivity $57,248
78 %
$56,476
77 %IoT Solutions $16,613
22 %
$16,848
23 %Total Revenue $73,861
100 %
$73,324
100 %Period End Total Connections 20.9 million
19.7 millionAverage Connections Count for the Period 20.9 million
19.6 million
Twelve Months Ended December 31,($ in thousands) 2025
2024IoT Connectivity $223,993
78 %
$226,853
79 %IoT Solutions $61,952
22 %
$59,234
21 %Total Revenue $285,945
100 %
$286,087
100 %Period End Total Connections 20.9 million
19.7 millionAverage Connections Count for the Period 20.3 million
18.7 millionPending TransactionAs previously announced, on February 27, 2026, the Company entered into the Agreement and Plan of Merger, dated February 26, 2026, with KONA Parent, L.P. and KONA Merger Sub Co. (the "Merger Agreement") whereby the Company would be acquired by affiliates of Searchlight Capital Partners, L.P. and Abry Partners, as well as certain other stockholders of the Company in an all-cash transaction with an enterprise value of approximately $726 million, including the assumption of debt. The proposed transaction will result in the Company becoming a private company and is expected to close in the second or third quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by Disinterested Stockholders, as defined in the Merger Agreement.In light of the transaction, the Company will not host an earnings conference call.About KOREKORE is a pioneer, leader, and trusted advisor delivering mission-critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and deployment agility accelerate and materially impact our customers' business outcomes. For more information, visit www.korewireless.com.Non-GAAP Financial MeasuresIn addition to our results as determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.EBITDA and Adjusted EBITDA"EBITDA" is defined as net income (loss) before other non-operating expenses or income, income tax expense or benefit, and depreciation and amortization. "Adjusted EBITDA" is defined as EBITDA adjusted for unusual and other significant items that management views as distorting the operating results from period to period. Such adjustments may include stock-based compensation, integration and acquisition-related charges, tangible and intangible asset impairment charges, certain contingent liability reversals, transformation, and foreign currency transaction gains and losses. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by nor presented in accordance with GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company's financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies may not calculate Adjusted EBITDA in the same fashion.Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.Free Cash FlowFree Cash Flow is a non-GAAP measure defined as net cash provided by (used in) operating activities, reduced by capital expenditures, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations because it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.Key Operational MetricsKORE reviews a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. The calculation of the key operational metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors.Number of Customer ConnectionsOur "Total Number of Connections" or "Total Connections" with respect to any financial period constitutes the total of all our IoT Connectivity services connections for such period, which includes the contribution of eSIMs but excludes certain connections where mobile carriers license our subscription management platform from us. The "Average Connections Count" with respect to any financial period is the simple average of the total connections for such period.These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and/or device-based perspective. We believe that investors also use these metrics for similar purposes.Cautionary Note on Forward-Looking StatementsThis press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "guidance," "project," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar 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 the completion of the acquisition of the Company pursuant to the Merger Agreement and expected timing for closing, the receipt of regulatory and stockholder approvals of the acquisition, expected financial and other risks, future operational performance and efficiency, expected revenue and Total Connections and Connectivity demand. These statements are based on various assumptions and on the current expectations of KORE's management. 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 or other person 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 KORE. These forward-looking statements are subject to a number of risks and uncertainties, including those set forth in the Risk Factors section in our most-recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks that the acquisition transaction will not close in the timeframe expected, or at all; the risk that the expected benefits and effects of the acquisition transaction will not be achieved; the risk that the requisite number of KORE stockholders fail to approve the acquisition transaction; the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition transaction; the risk that KORE's business will suffer due to uncertainty related to the acquisition transaction risks related to the rollout of KORE's business and the timing of expected business milestones; risks relating to the integration of KORE's acquired companies changes in the assumptions underlying KORE's expectations regarding its future business; our ability to negotiate and sign a definitive contract with a customer in our sales funnel; the effects of competition on KORE's future business; and the outcome of judicial proceedings to which KORE is, or may become a party. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that KORE presently does not know or that KORE currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect KORE's expectations, plans or forecasts of future events and views as of the date of this press release. KORE anticipates that subsequent events and developments will cause these assessments to change. However, while KORE may elect to update these forward-looking statements at some point in the future, KORE specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing KORE's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.KORE Investor Contact:
Vik Vijayvergiya
Vice President, IR, Corporate Development and Strategy
vvijayvergiya @Air Force KORE GROUP HOLDINGS, INC.RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA(UNAUDITED)
Three Months Ended December 31,
Twelve Months Ended December 31,(in thousands)2025
2024
2025
2024Net loss($18,483)
($25,448)
($62,976)
($146,076)Income tax benefit415
(3,451)
(1,579)
(5,937)Interest expense, net13,440
13,047
52,728
51,396Depreciation and amortization13,704
13,975
54,891
56,218EBITDA$9,076
($1,877)
$43,064
($44,399)Goodwill impairment loss-
(3)
-
65,861Change in fair value of warrant liability4,329
2,309
2,405
(4,040)Integration-related restructuring costs4,111
4,897
19,806
19,159Stock-based compensation570
1,279
2,095
8,481Foreign currency (gain) loss (185)
4,008
(4,997)
5,207Loss on sale of assets-
-
1,115
-Other (1)(251)
3,363
(146)
2,869Adjusted EBITDA$17,650
$13,976
$63,342
$53,138
(1) "Other" adjustments are comprised of adjustments for certain indirect or non-income based taxes. KORE GROUP HOLDINGS, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(UNAUDITED)
Three Months Ended December 31,
Twelve Months Ended December 31,(in thousands)2025
2024
2025
2024Net cash provided by operating activities$10,449
$2,057
$18,487
$9,123Capital expenditures, net(2,605)
(495)
(9,590)
(12,672)Free Cash Flow$7,844
$1,562
$8,897
($3,549)
View original content to download multimedia:https://www.prnewswire.com/news-releases/kore-reports-fourth-quarter-and-full-year-2025-results-302729204.htmlSOURCE KORE Group Holdings, Inc.
Original: KORE Reports Fourth Quarter and Full Year 2025 Results
US Market News
4月前
KORE Announces Agreement to be Acquired by Searchlight Capital Partners and Abry PartnersFebruary 27, 2026 7:00 AM
PR Newswire (US)
KORE shareholders to receive $9.25 per share in cash, representing approximately 700% premium to the unaffected priceATLANTA and NEW YORK, Feb. 27, 2026 /PRNewswire/ -- KORE Group Holdings, Inc. (NYSE: KORE) ("KORE" or the "Company"), the global pure-play Internet of Things ("IoT") hyperscaler and leading provider of IoT Connectivity, Solutions and Analytics, Searchlight Capital Partners, L.P. and Abry Partners, each a leading global private investment firm, today announced that they have entered into a definitive agreement and plan of merger (the "Agreement") under which Searchlight and Abry will acquire all of the shares of KORE's issued and outstanding common stock that are not currently owned by them in an all-cash transaction valued at approximately $726 million.
The purchase price represents a 691% premium to the closing price of the Company's common stock as of December 18, 2024, the last trading day prior to Searchlight amending its Schedule 13D with the Securities and Exchange Commission to indicate that Searchlight may seek to further invest in or evaluate a full acquisition of KORE, and a 132% premium to the closing price of the Company's common stock as of November 3, 2025, the last trading day prior to Searchlight and Abry submitting a letter to the Company indicating an interest in acquiring the Company for $5.00 per share. The members of the KORE Board of Directors voted unanimously in favor of the transaction, at a special meeting by all members present, and was based on the recommendation of a Special Committee of the Board consisting solely of independent directors and advised by independent financial and legal advisors. The Special Committee was established to, among other things, evaluate the advisability and fairness of strategic alternatives to the Company and its stockholders (including unaffiliated stockholders of the Company). Upon closing, KORE will operate as a privately-held company.Abry is presently the beneficial owner of approximately 28% of the Company's issued and outstanding shares of common stock, and Searchlight also is the holder of all of the Company's issued and outstanding Series A-1 preferred stock (with a present liquidation preference of approximately $275 million) and the holder of warrants to purchase approximately 14% of the Company's shares of common stock, on a fully diluted basis. Under the terms of the Agreement, Searchlight and Abry will acquire all issued and outstanding shares of KORE common stock not already owned by them at an all-cash price of $9.25 per share."We are pleased to have reached this agreement with Abry and Searchlight, which unlocks significant value for our stockholders at a substantial premium," said Ron Totton, KORE's Chief Executive Officer and President. "This agreement follows a comprehensive review of strategic alternatives by the Special Committee, which unanimously determined this transaction to be the optimal path forward. In addition to delivering immediate value to our stockholders, the partnership with Searchlight and Abry provides KORE with seasoned and strategically aligned investors to accelerate our vision as a private, customer-centric IoT leader. Both firms have an exceptional track record of helping their portfolio companies foster the growth and innovation required to be an industry leader with a loyal and satisfied customer base."Timothy Donahue, Chairman of KORE's Board of Directors and Chairman of the Special Committee, said, "The KORE Board explored numerous strategic alternatives and carefully considered the best way to position KORE for long-term success. We strongly believe that the transaction with Searchlight and Abry was the best option to position KORE in the IoT marketplace and deliver the highest value to the Company's stockholders."Transaction Details, Approvals and TimingClosing of the transaction is conditioned upon, among other things, approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by stockholders other than Searchlight and Abry, Board members who are affiliated with Searchlight and Abry and certain Company officers, receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, and by the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions.In addition, concurrent with the signing of the merger agreement, Cerberus Telecom Acquisition Holdings, LLC, the SPAC sponsor, executed and delivered a voting and support agreement with KORE in favor of the transaction. Searchlight and Abry also executed and delivered, and certain other stockholders holding not more than 2,500,000 shares of common stock of the Company will be asked to execute and deliver, voting, support and rollover agreements with KORE in favor of the transaction. The voting agreements would terminate upon termination of the merger agreement in accordance with its terms for KORE to accept a superior offer and upon certain other circumstances. The closing of the transaction is not subject to a financing condition. KORE expects the transaction to close during the second or third quarter of 2026.AdvisorsRothschild & Co is acting as financial advisor and Richards, Layton & Finger, P.A. as legal advisor to the Special Committee. Troutman Pepper Locke LLP is serving as legal advisor to KORE. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Searchlight. Kirkland & Ellis LLP is acting as legal advisor to Abry. TD Cowen is acting as financial advisor to Searchlight and Abry.About KOREKORE is a pioneer, leader, and trusted advisor delivering mission critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and deployment agility accelerate and materially impact our customers' business outcomes. For more information, visit korewireless.com.About SearchlightSearchlight is a global private investment firm with more than $18 billion in assets under management and offices in New York, London, Miami and Toronto. Searchlight seeks to invest in businesses where its long-term capital and strategic support accelerate value creation for all stakeholders. For more information, please visit www.searchlightcap.com.About AbryAbry Partners is one of the most experienced and successful sector-focused private equity investment firms in North America. Since its founding in 1989, the firm has completed over $90 billion of leveraged transactions and other private equity or preferred equity placements. Currently, the firm manages $16 billion of assets across several fund strategies. More information about Abry Partners: www.abry.comAdditional Information and Where to Find ItIn connection with the proposed merger, KORE intends to file a proxy statement with the SEC in connection with its solicitation of proxies regarding the stockholder vote to approve the merger. KORE and Parent also intend to jointly file a transaction statement on Schedule 13E-3. KORE STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THE PROXY CARD, THE SCHEDULE 13E-3 AND ANY OTHER RELATED MATERIALS FILED WITH THE SEC WHEN THESE DOCUMENTS BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO THE MERGER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO. Stockholders of KORE will be able to obtain a free copy of these documents (when they become available) and other documents filed by KORE with the SEC at the SEC's website at www.sec.gov. In addition, KORE stockholders will be able to obtain a free copy of the proxy statement and all related documents filed by KORE with the SEC (when they become available) from KORE's website at www.korewireless.com.Participants in the SolicitationKORE and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from KORE's stockholders in connection with the proposed transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of KORE's executive officers and directors in the solicitation by reading KORE's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on April 30, 2025, and its definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on April 30, 2025 (the "2025 Proxy Statement"). To the extent that holdings of KORE's securities have changed since the amounts printed in the 2025 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.Additional information regarding the interests of such individuals in the proposed merger, which may, in some cases, be different than those of KORE's stockholders generally, will be included in the proxy statement relating to the proposed merger when it is filed by KORE with the SEC. These documents (when available) may be obtained free of charge from the SEC's website at www.sec.gov and KORE's website at www.korewireless.com.Forward-Looking StatementsIn addition to historical information, this press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include both implied and express statements regarding the completion of the transaction and timing for closing; the execution and delivery of voting, support and rollover agreements; the receipt of regulatory approvals; the benefits expected from the transaction; and KORE's current expectations and projections relating to its future performance and business following closing. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of KORE to differ materially from the historical results or from any results expressed or implied by such forward-looking statements. Risks that could cause actual results to differ materially from those in the forward-looking statements include: the risks that the transaction will not close in the timeframe expected, or at all; the risk that the expected benefits and effects of the transaction will not be achieved; the risk that the requisite number of KORE stockholders fail to approve the transaction; the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the risk that KORE's business will suffer due to uncertainty related to the transaction; and other general economic and business risks. For a discussion of other risk factors that may impact KORE's business, please see KORE's filings with the SEC. KORE disclaims any obligation or duty to update or modify these forward-looking statements.No Offer or SolicitationThis communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or 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.ContactsKORE CONTACT:Vik Vijayvergiya
VP, Investor Relations
Email: vvijayvergiya@korewireless.comSEARCHLIGHT CONTACT:Prosek
pro-searchlight@prosek.comABRY CONTACT:FGS Global
abry @Leeboy
View original content to download multimedia:https://www.prnewswire.com/news-releases/kore-announces-agreement-to-be-acquired-by-searchlight-capital-partners-and-abry-partners-302699482.htmlSOURCE KORE Group Holdings, Inc.
Original: KORE Announces Agreement to be Acquired by Searchlight Capital Partners and Abry Partners