Highlights
- Transaction Valuation: The transaction values Events.com
at a pre-money equity value of $314
million (excluding the impact of certain convertible
securities and earn out consideration).
- Growth and Innovation: Transaction proceeds are expected
to further fuel Events.com's strategic growth plan focused on
increasing revenue streams, expanding product offerings, advancing
AI-driven personalization initiatives, pursuing strategic
acquisitions, and launching marketing campaigns.
- Industry-Leading Platform: Events.com is an AI-driven,
cloud-based platform that improves event management and is
developing advanced event discovery capabilities, providing a
modular, full life-cycle solution for creators and consumers alike.
Events.com leverages technology to transform how events are
organized and experienced. The platform provides a one-stop
solution for event organizers to power their marketing, promotion,
sponsorship management, registration, ticketing, and performance
analytics. By helping events do business better, Events.com
empowers organizers to make driving data-driven decisions, optimize
revenue, and simplify their operations. For event goers, harnessing
the power of AI and machine learning, Events.com is positioned to
provide seamless discovery and participation with its forthcoming
features.
- Strategic Leadership: Events.com Co-founders
Mitch Thrower and Stephen Partridge are expected to continue as
CEO and President/COO, respectively, with Bob Bellack, co-founder of Cars.com and
Apartments.com, joining as CRO.
- Share Subscription Facility: Events.com previously
announced that it has secured a capital commitment of $100 million in the form of a Share Subscription
Facility from Gem Global Yield LLC SCS.
LA
JOLLA, Calif. and NEW
YORK, Aug. 27, 2024 /PRNewswire/
-- Events.com (the "Company"), an industry-leading event
management platform, and Concord Acquisition Corp II ("Concord") (NYSE American: CNDA), a special
purpose acquisition company affiliated with investment firm Atlas
Merchant Capital, LLC, have entered into a definitive agreement and
plan of merger (the "Merger Agreement"). The proposed business
combination (the "Proposed Business Combination") is subject to
customary closing conditions, including regulatory and stockholder
approvals. The combined public company ("PubCo") is expected to be
named "Events.com" and to list its common stock on the New York
Stock Exchange under the new ticker symbol "RSVP," subject
to the approval of its listing application.
Through its SaaS-based software platform, Events.com helps
large, medium, and small event creators connect with, engage with,
and monetize their communities efficiently and seamlessly. By
helping people create, promote, discover, and make the most of
every event, Events.com's end-to-end event management solutions
provide organizers access to a suite of products for every step of
the event life cycle, allowing organizers to save time and money
and generate more revenue.
Events.com offers sponsorship and promotional tools, event
management software, dynamic event calendars, digital marketing
services, on-site check-in, and on-site sales to make the event
organizing process a smooth experience from start to finish. The
platform's capabilities are designed to optimize operational
efficiencies and maximize event profitability.
Events.com's Discover technology, planned to launch out of
stealth mode in 2025, is designed to empower users to easily
discover, interact, and transact with the events they love, making
it an essential resource for organizers and consumers. This
comprehensive approach is intended to simplify the event planning
process while driving significant value, positioning Events.com as
a pivotal player in the industry.
Mitch Thrower, CEO of
Events.com, commented: "Our combination with Concord will enhance our capabilities to
capitalize on the $936 billion event
sector and benefit from ongoing tectonic shifts in the industry.
We're here to help people experience the most meaningful moments of
their lives while generating high-margin, recurring revenue and
gathering actionable data at scale. We have several significant
initiatives on the horizon, and we are truly looking forward to
working with Jeff Tuder and
Bob Diamond."
Stephen Partridge,
President/COO of Events.com, commented: "As we step into this
next phase of our growth, I'm incredibly proud of what our team has
accomplished over the past few years in building a strong
foundation. With a resilient culture, scalable operations, and an
innovative product tailored to the needs of event-creators,
Events.com is ready for the next big leap. Our partnership with the
Concord team will help us share
our product vision with the world and pave the way for the launch
of our event-goer platform in 2025."
Jeff Tuder, CEO of
Concord, added: "We are
thrilled to announce our business combination with Events.com.
Mitch and Stephen have built a compelling offering that is truly
differentiated from its competitors. We believe Events.com has
tremendous potential. At Concord,
we are committed to partnering with experienced management teams
operating companies with leading positions in huge markets, and
Events.com was a perfect fit for us."
Bob Diamond, Founding Partner
and Chief Executive Officer of Atlas Merchant Capital and Chairman
of Concord, added: "We aim to
partner with outstanding and proven management teams and operating
companies that are pioneering new technologies and leading the way
in their market sectors; for these reasons and many others,
Events.com was a perfect fit for us. We look forward to working
with Mitch, Stephen and the Events.com team as they move into their
next phase of expansion and growth."
Proposed Business Combination Overview
The Proposed
Business Combination implies a pro forma enterprise value of
$399 million, assuming a $434 million equity value at closing, based on an
estimated 43.4 million shares outstanding, and $35 million of net cash (excluding the impact of
certain convertible securities and earn out consideration). The
boards of directors of CNDA and Events.com have approved the
proposed transaction, subject to, among other things, the approvals
by stockholders of CNDA and Events.com and satisfaction or waiver
of the other conditions outlined in the Merger Agreement.
Events.com previously announced that it has secured a capital
commitment of $100 million in the
form of a Share Subscription Facility from Gem Global Yield LLC
SCS. This is expected to accelerate the Company's growth strategy
via acquisitions, partnerships, and organic initiatives. Under this
tailored agreement, Events.com will have the ability to draw up to
$100 million following an equity
exchange listing, subject to certain conditions and
limitations.
Additionally, net proceeds from the transaction are expected to
enable Events.com to further expand the internal development of new
product offerings, accelerate strategic acquisitions and expedite
final-stage acquisition commitments, launch the Events.com Discover
platform and expand the continued development of Events.com's AI
and ML capabilities that enable the Company to customize the user
experience. Under the terms of the Merger Agreement, Events.com's
existing shareholders will continue to own the majority of the
post-combination company upon consummation of the Proposed Business
Combination.
Additional information about the Proposed Business Combination,
including a copy of the Merger Agreement, will be provided in a
Current Report on Form 8-K to be filed by CNDA with the U.S.
Securities and Exchange Commission (the "SEC") and available at
www.sec.gov.
Advisors
Cohen & Company Capital Markets, a
division of J.V.B. Financial Group, LLC, is serving as the
exclusive financial advisor and lead capital markets advisor to
CNDA. Greenberg Traurig, LLP is serving as legal counsel to CNDA,
and Kirkland & Ellis LLP and Weintraub Law Group PC are serving
as legal counsel to Events.com. Gateway Group serves as investor
relations and public relations advisors for the transaction.
About Events.com
Events.com powers a two-sided
marketplace and platform that helps passionate individuals create,
promote, discover, and enjoy events. Events.com's platform helps
event organizers seamlessly execute their events and allows event
goers to discover, interact, and transact with the events they
love. The Company offers a robust ecosystem that supports millions
of event creators worldwide, catering to various interests. From
the prestigious All-In Summit, the world's leading podcast for
business, technology, and investing, to the vibrant 100,000-person
Renaissance Festival in Florida,
the exclusive Club Getaway featured on Bravo, the event calendar on
NewYork.com, the transformative Archangel Summit, and movie
experiences at the iconic Mayfair Theatre in Ottawa—Events.com
technology is the driving force behind unforgettable moments
worldwide.
For additional information, please visit events.com
Video: The most meaningful moments in our lives, powered by
Events.com
About Concord Acquisition Corp II (CNDA)
Concord
Acquisition Corp II is a special purpose acquisition company formed
for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses in the financial
services or financial technology industries. It is sponsored by
Concord Sponsor Group II LLC, an entity affiliated with Atlas
Merchant Capital LLC, an investment firm that offers debt and
equity investment strategies, seeking long-term value through
differentiated expertise in financial services and credit
markets.
For additional information, please visit
cnda.concordacquisitioncorp.com.
About Atlas Merchant Capital
Atlas Merchant Capital
LLC, founded in 2013 by Bob Diamond
and David Schamis, is an alternative
asset management company with approximately $1.3 billion in assets under management as of
December 31, 2022, and over
$3 billion in capital raised through
its fund vehicles and co-investments. Atlas invests globally in
compelling opportunities, particularly within the financial
services sector, through a diverse range of funds, including
private equity, credit opportunities, and SPAC-focused public
equity funds. The firm's investment strategy is rooted in a
long-term, partnership-based approach, leveraging its deep
operating and technical expertise. Atlas's executive team brings
decades of experience from top-tier global financial institutions,
including Barclays Capital, Cerberus Capital Management, Citigroup,
J.C. Flowers & Co, and Fortress Investment Group.
For additional information, please visit
https://www.atlasmerchantcapital.com.
Art and Logos
You may download the logos from Events.com here.
You may download the logos from Concord and Atlas here.
Forward-Looking Statements
Certain statements included
in this press release 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. All statements other than statements of
historical facts contained in this press release are
forward-looking statements. Any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are also
forward-looking statements. In some cases, you can identify
forward-looking statements by words such as "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe,"
"seek," "strategy," "future," "opportunity," "may," "target,"
"should," "will," "would," "will be," "will continue," "will likely
result," "preliminary," or similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
include, without limitation, CNDA's, Events.com's, or their
respective management teams' expectations concerning the outlook
for their or Events.com's business, productivity, plans, and goals
for future operational improvements and capital investments,
operational performance, future market conditions, or economic
performance and developments in the capital and credit markets and
expected future financial performance, including expected net
proceeds, expected additional funding, the percentage of
redemptions of CNDA's public stockholders, growth prospects and
outlook of Events.com's operations, individually or in the
aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of
Events.com's projects, as well as any information concerning
possible or assumed future results of operations of Events.com.
Forward-looking statements also include statements regarding the
expected benefits of the Proposed Business Combination. The
forward-looking statements are based on the current expectations of
the respective management teams of Events.com and CNDA, as
applicable, and are inherently subject to uncertainties and changes
in circumstance and their potential effects. There can be no
assurance that future developments will be those that have been
anticipated. These forward-looking statements involve a number of
risks, uncertainties or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, (i) the
risk that the Proposed Business Combination may not be completed in
a timely manner or at all, which may adversely affect the price of
CNDA's securities; (ii) the risk that the Proposed Business
Combination may not be completed by CNDA's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by CNDA; (iii) the failure
to satisfy the conditions to the consummation of the Proposed
Business Combination, including the adoption of the Merger
Agreement by the stockholders of CNDA and Events.com and the
receipt of certain regulatory approvals; (iv) market risks; (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (vi) the
effect of the announcement or pendency of the Proposed Business
Combination on Events.com's business relationships, performance,
and business generally; (vii) risks that the Proposed Business
Combination disrupts current plans of Events.com and potential
difficulties in its employee retention as a result of the Proposed
Business Combination; (viii) the outcome of any legal proceedings
that may be instituted against Events.com or CNDA related to the
Merger Agreement or the Proposed Business Combination; (ix) failure
to realize the anticipated benefits of the Proposed Business
Combination; (x) the inability to maintain the listing of CNDA's
securities or to meet listing requirements and maintain the listing
of PubCo's securities on the NYSE American; (xi) the risk that the
price of PubCo's securities may be volatile due to a variety of
factors, including changes in the highly competitive industries in
which Events.com plans to operate, variations in performance across
competitors, changes in laws, regulations, technologies, natural
disasters or health epidemics/pandemics, national security
tensions, and macro-economic and social environments affecting its
business, and changes in the combined capital structure; (xii) the
inability to implement business plans, forecasts, and other
expectations after the completion of the Proposed Business
Combination, identify and realize additional opportunities, and
manage its growth and expanding operations; (xiii) the risk that
Events.com may not be able to successfully develop its assets,
including expanding the product offerings and implementing the
acquisition plan (xiv) the risk that Events.com will be unable to
raise additional capital to execute its business plan, which many
not be available on acceptable terms or at all; (xv) political and
social risks of operating in the U.S. and other countries; (xvi)
the operational hazards and risks that Events.com faces; and (xvii)
the risk that additional financing in connection with the Proposed
Business Combination may not be raised on favorable terms. The
foregoing list is not exhaustive, and there may be additional risks
that neither CNDA nor Events.com presently knows or that CNDA and
Events.com currently believe are immaterial. You should carefully
consider the foregoing factors, any other factors discussed in this
press release and the other risks and uncertainties described in
the "Risk Factors" section of CNDA's Annual Report on Form 10-K for
the year ended December, 31, 2023, which was filed with the SEC on
March 1, 2024, the risks to be
described in the registration statement on Form S-4 to be filed by
CNDA with the SEC in connection with the Proposed Business
Combination (the "Registration Statement"), which will include a
preliminary proxy statement/prospectus, and those discussed and
identified in filings made with the SEC by CNDA and PubCo from time
to time. Events.com and CNDA caution you against placing undue
reliance on forward-looking statements, which reflect current
beliefs and are based on information currently available as of the
date a forward-looking statement is made. Forward-looking
statements set forth in this press release speak only as of the
date of this press release. None of Events.com, CNDA, or PubCo
undertakes any obligation to revise forward-looking statements to
reflect future events, changes in circumstances, or changes in
beliefs. In the event that any forward-looking statement is
updated, no inference should be made that Events.com, CNDA, or
PubCo will make additional updates with respect to that statement,
related matters, or any other forward-looking statements. Any
corrections or revisions and other important assumptions and
factors that could cause actual results to differ materially from
forward-looking statements, including discussions of significant
risk factors, may appear, up to the consummation of the Proposed
Business Combination, in CNDA's or PubCo's public filings with the
SEC, which are or will be (as appropriate) accessible at
www.sec.gov, and which you are advised to review carefully.
Important Information for Investors and
Shareholders
In connection with the Proposed Business
Combination, CNDA intends to file with the SEC the Registration
Statement, which will include a prospectus with respect to PubCo's
securities to be issued in connection with the Proposed Business
Combination and a proxy statement to be distributed to holders of
CNDA's common stock in connection with CNDA's solicitation of
proxies for the vote by CNDA's stockholders with respect to the
Proposed Business Combination and other matters to be described in
the Registration Statement (the "Proxy Statement"). After the SEC
declares the Registration Statement effective, CNDA plans to file
the definitive Proxy Statement with the SEC and to mail copies to
stockholders of CNDA as of a record date to be established for
voting on the Proposed Business Combination. This press release
does not contain all the information that should be considered
concerning the Proposed Business Combination and is not a
substitute for the Registration Statement, Proxy Statement or for
any other document that PubCo or CNDA may file with the SEC. Before
making any investment or voting decision, investors and security
holders of CNDA and Events.com are urged to read the Registration
Statement and the Proxy Statement, and any amendments or
supplements thereto, as well as all other relevant materials filed
or that will be filed with the SEC in connection with the Proposed
Business Combination as they become available because they will
contain important information about, Events.com, CNDA, PubCo and
the Proposed Business Combination.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the Proxy Statement and all
other relevant documents filed or that will be filed with the SEC
by PubCo and CNDA through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by PubCo and CNDA may
be obtained free of charge from CNDA's website at
cnda.concordacquisitioncorp.com or by directing a request to
Jeff Tuder, Chief Executive Office,
477 Madison Avenue New York, New
York 10022; Tel: (212) 883-4330. The information contained
on, or that may be accessed through, the websites referenced in
this press release is not incorporated by reference into, and is
not a part of, this press release.
Participants in the Solicitation
Events.com, CNDA,
PubCo and their respective directors, executive officers and
other members of management and employees may, under the rules of
the SEC, be deemed to be participants in the solicitations of
proxies from CNDA's stockholders in connection with the Proposed
Business Combination. For more information about the names,
affiliations and interests of CNDA's directors and executive
officers, please refer to CNDA's annual report on Form 10-K filed
with the SEC on March 1, 2024, and
Registration Statement, Proxy Statement and other relevant
materials filed with the SEC in connection with the Proposed
Business Combination when they become available. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, which
may, in some cases, be different than those of CNDA's stockholders
generally, will be included in the Registration Statement and the
Proxy Statement, when they become available. Stockholders,
potential investors and other interested persons should read the
Registration Statement and the Proxy Statement carefully, when they
become available, before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This document shall not
constitute a "solicitation" as defined in Section 14 of the
Securities Exchange Act of 1934, as amended. This document shall
not constitute an offer to sell or exchange, the solicitation of an
offer to buy or a recommendation to purchase, any securities, or a
solicitation of any vote, consent or approval, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale may be unlawful under the
laws of such jurisdiction. No offering of securities in the
Proposed Business Combination shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended, or an exemption therefrom.
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SOURCE Events.com/Gateway Group