- AnyTech365 Offers a One-Point Solution for all Customer IT and
Cybersecurity Needs.
- Transaction Represents Proforma Enterprise Value of $287
Million for AnyTech365.
- AnyTech365 Expects to Have up to $77.1 Million in Cash to Fund
Growth and Operations, assuming no redemptions.
Anteco Systems, S.L. (“AnyTech365” or “the Company”), a leader
in IT security and support, and DUET Acquisition Corp. (NASDAQ:
DUET, DUETW, DUETU) (“DUET”), a special purpose acquisition company
focused on disruptive high-growth, middle market technology
companies, announced today that they have entered into a definitive
business combination agreement (the “Transaction”) that will result
in AnyTech365 becoming a publicly traded company. The Transaction
is expected to be completed in the fourth quarter of 2022, subject
to regulatory approvals and other customary closing conditions.
After closing, AnyTech365 expects to trade on NASDAQ under ticker
symbol ANYT.
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the full release here:
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AnyTech365: An Efficient, Customer-First Approach to IT
Security and Support
Founded in 2014, AnyTech365 offers subscription-based Technical
Support as a Service (“TSaaS”), covering everything from IoT home
devices to PC and software related issues. As cybersecurity rises
in prominence and IT devices and software become increasingly
complex systems for consumers and small businesses to navigate,
AnyTech365 is simplifying the user experience, offering reliable
and trustworthy support around the clock.
As a one-stop-shop, AnyTech365 addresses consumer tech issues in
an efficient and comprehensive manner with both support service and
extensive product features. Customers can choose from tiered
subscription-based packages, which include around the clock access
to the Company’s qualified technicians with extensive IoT
knowledge. In addition, the Company offers best-in-class IT
security technology leveraging artificial intelligence to
proactively prevent cybersecurity threats combined with a fully
compliant internal procedure certified by AppEsteem®.
AnyTech365 intends to use the proceeds from the transaction to
accelerate its growth strategy, including expanding its core
business to meet increased demand, accelerating its strategic
partnership with Media Markt, and pursuing strategic
acquisitions.
Capitalizing on Favorable Market Tailwinds: The growing
complexity of IoT technologies, alongside increased cybersecurity
risk, has made it an opportune time for AnyTech365 to expand its
legacy TSaaS business. With the devices with which we interact
every day becoming increasingly complex and connected and digital
operations migrating to the cloud, small businesses and consumers
are increasingly looking for high-quality technical support.
AnyTech365’s customer-first service offering is uniquely positioned
to capitalize on the rising demand stemming from these trends. With
a strong existing B2C presence and market resonance, the Company
also has a tremendous opportunity to extend B2B applications
serving small and medium enterprises across expanded end markets
and geographies.
Expanding Strategic Partnerships: AnyTech365 is poised to
scale its reach throughout Europe by expanding its recently
announced partnership with Media Markt, Europe’s largest electronic
retailer with over 1,000 stores and a leading ecommerce platform.
The agreement will allow AnyTech365 to position technical personnel
at each of Media Markt’s more than 100 stores in Spain to provide
on-site technical support to customers and the opportunity to
introduce the Company’s TSaaS services. Beyond Spain, the
partnership is expected to roll out across additional EU
territories where Media Markt operates.
Pursuing Complementary Acquisitions: The strong demand
for TSaaS and the fragmented market presents a considerable
opportunity for AnyTech365 to rapidly expand its service offerings
and capabilities across end markets and geographies. With an
industry leading compliance platform and scalable AI systems,
AnyTech365 is positioned to achieve greater reach through
consolidation in this nascent and fast-growing environment.
Management Comments
Janus Nielsen, Founder of AnyTech365, and Tero Turunen,
Executive Chairman, said:
“Since our founding, AnyTech365 has been focused on simplifying
the IT security and support industry for consumers who are
overwhelmed by the complexity and noise of the space. We understand
the frustration that consumers feel, which is why we set out to
create a one-point solution for exceptional service and first-class
IT security technology. Our recently announced partnership with
Media Markt, coupled with the heightened degree of cybersecurity
risk across the globe, has created a favorable environment for us
to accelerate our growth. This merger with DUET will provide us
with greater opportunity to capitalize on our momentum, expand our
offerings, and take advantage of improved access to capital
markets. DUET’s expertise in high-growth, disruptive technologies
make them an ideal partner to take AnyTech365 through its next
phase of growth and we look forward to working with them as
strategic investors.”
Yeoh Oon Lai and Dharmendra Magasvaran, Co-CEOs of DUET,
said:
“We launched DUET with the intention of finding a disruptive
change-maker technology enterprise and have found an ideal partner
in AnyTech365. The Company is reimagining customer care, disrupting
the complex IT support industry, and providing consumers with a
reliable and trustworthy partner. This business combination will
accelerate AnyTech365’s ability to scale effectively and expand its
service offerings across Europe and into new geographies. We are
excited to partner with Tero, Janus, and the entire AnyTech365
team.”
Transaction Overview
The business combination values AnyTech365 at a $200 million
enterprise value and at a pro forma market capitalization of
approximately $287 million, assuming a $10.00 per share price and
no redemptions by DUET stockholders. The transaction will provide a
minimum of $77.1 million of net proceeds to the company after
payment of transaction expenses, assuming no redemptions.
The transaction, which has been unanimously approved by the
Boards of Directors of AnyTech365 and DUET, is subject to approval
by DUET’s stockholders and other customary closing conditions,
including the receipt of certain regulatory approvals.
Additional information about the proposed transaction, including
a copy of the merger agreement, will be available in a Current
Report on Form 8-K to be filed by DUET with the U.S. Securities and
Exchange Commission (the “SEC”) and at www.sec.gov.
Advisors
ARC Group Limited is serving as sole M&A advisor, Riveron is
serving as financial advisor to AnyTech365, and Arthur Cox LLP is
serving as legal counsel on the transaction. Nelson Mullins Riley
& Scarborough LLP is serving as legal counsel to DUET.
About AnyTech365
Founded in 2014 and headquartered in Marbella, Spain, AnyTech365
is a leading European IT Security and Support company helping end
users and small businesses have a worry-free experience with all
things tech. With 420 employees and offices in Marbella and
Torremolinos (Spain), Casablanca (Morocco), Copenhagen (Denmark),
and San Francisco (California, US), the Company offers an array of
European native-speaking talent to help service client needs in
more than 25 countries in Europe and across the world in 15+
different languages. Our qualified technicians are available 24/7,
365 days a year, providing fast technical support to help with
practically any issues that users may experience with their PC,
laptop, smartphone, wearable technology, smart home devices or any
Internet-connected device.
To learn more, visit www.anytech365.com.
About DUET Acquisition Corp.
DUET Acquisition Corp. is a blank check company, which was
formed to acquire one or more businesses and assets, via a merger,
capital stock exchange, asset acquisition, stock purchase, and
reorganization. DUET was formed to effect a business combination
with middle market "enabling technology" businesses or assets with
a focus on eCommerce, FinTech, Big Data & Analytics and Robotic
Process Automation (RPA).
DUET's chairman, Larry Gan Nyap Liou has extensive experience as
an active and strategic investor in eCommerce and digital
enterprises. DUET's Co-CEOs, Dharmendra Magasvaran and Yeoh Oon Lai
have deep experience in consulting, digital business and
operational experience in the consumer industry respectively.
To learn more, visit www.duet-corp.com.
Additional Information
For additional information on the proposed business combination
transaction, see DUET’s Current Report on Form 8-K, which was filed
concurrently with this press release. In connection with the
proposed business combination transaction, DUET intends to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a registration statement on Form S-4, which will
include a proxy statement/prospectus of DUET, and other documents
regarding the proposed business combination transaction. DUET’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
proposed business combination transaction, as these materials will
contain important information about AnyTech365, DUET, and the
proposed business combination transaction. Promptly after the Form
S-4 is declared effective by the SEC, DUET will mail the definitive
proxy statement/prospectus and a proxy card to each stockholder
entitled to vote at the meeting relating to the approval of the
business combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment
decision, investors and stockholders of DUET are urged to carefully
read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed business combination transaction.
The documents filed by DUET with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov, (Commission File No:
001-41237), or by directing a request to DUET Acquisition Corp.,
V03-11-02, Designer Office, V03, Lingkaran SV, Sunway Velocity,
Kuala Lumpur, Malaysia 55100.
Participants in the Solicitation
DUET and its directors and executive officers may be deemed
participants in the solicitation of proxies from its stockholders
with respect to the business combination. A list of the names of
those directors and executive officers and a description of their
interests in DUET will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about DUET’s directors and
executive officers and their ownership of DUET common stock is set
forth in DUET’s prospectus, dated January 19, 2022, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
AnyTech365 and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of DUET in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also 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 states or jurisdictions 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 Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This 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,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will
likely result” and similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. All statements, other than statements of present or
historical fact included in this press release, including those
regarding the terms of DUET’s proposed business combination with
AnyTech365, DUET’s ability to consummate the proposed transaction
on the stated timeline, AnyTech365’s use of proceeds from the
proposed transaction, the benefits of the transaction, anticipated
timing of the proposed business combination, and the combined
company’s future performance relative to other IT Security and
Support companies, the combined company’s strategy, operations,
growth plans and objectives of management, the growth of the IT
Security and Support sector, AnyTech365’s market expansion, and the
combined company’s future products and services are forward-looking
statements. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of the respective management of DUET and AnyTech365
and are not predictions of actual performance.
These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on 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 DUET or AnyTech365. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of DUET or
AnyTech365 is not obtained; the inability to complete a PIPE
offering in connection with the proposed business combination;
failure to realize the anticipated benefits of the proposed
business combination; risk relating to the uncertainty of the
projected financial information with respect to AnyTech365; the
amount of redemption requests made by DUET’s shareholders; the
overall level of consumer demand for AnyTech365’s products and
services; general economic conditions and other factors affecting
consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the
ability to maintain the listing of DUET’s securities on the NASDAQ;
AnyTech365’s ability to implement its business strategy; changes in
governmental regulation, AnyTech365’s exposure to litigation claims
and other loss contingencies; disruptions and other impacts to
AnyTech365's business, as a result of the COVID-19 global pandemic
and government actions and restrictive measures implemented in
response; stability of AnyTech365's suppliers, as well as consumer
demand for its products and services, in light of disease epidemics
and health-related concerns such as the COVID-19 global pandemic;
the impact that global climate change trends may have on AnyTech365
and its suppliers and customers; AnyTech365’s ability to recruit
and retain qualified personnel to deliver their services; any
breaches of, or interruptions in, AnyTech365’s information systems;
fluctuations in foreign currency ; changes in tax laws and
liabilities, tariffs, legal, regulatory, political and economic
risks. The foregoing list of potential risks and uncertainties is
not exhaustive. More information on potential factors that could
affect DUET’s or AnyTech365’s financial results is included from
time to time in DUET’s public reports filed with the SEC, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K as well as the other documents DUET has
filed, or will file, with the SEC, including a registration
statement on Form S-4 that will include proxy statements/prospectus
that DUET intends to file with the SEC in connection with DUET’s
solicitation of proxies for the meeting of shareholders to be held
to approve, among other things, the proposed business combination.
If any of these risks materialize or DUET’s or AnyTech365’s
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither DUET nor AnyTech365 presently
know, or that DUET and AnyTech365 currently believe are immaterial,
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect DUET’s and AnyTech365’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Neither DUET nor AnyTech365 gives assurance that either
DUET or AnyTech365, or the combined company, will achieve its
expectations. DUET and AnyTech365 anticipate that subsequent events
and developments will cause their assessments to change. However,
while DUET and AnyTech365 may elect to update these forward-looking
statements at some point in the future, DUET and AnyTech365
specifically disclaim any obligation to do so, except as required
by law. These forward-looking statements should not be relied
upon as representing DUET’s or AnyTech365’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.
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