- 20Cube Logistics Pte. Ltd. (“20 Cube”) is a software-enabled
international supply chain orchestrator from purchase order (PO) to
point of delivery (POD) with a technology-driven, proven
proprietary system and key presence at over 60 locations in Asia,
Australia and East Africa. 20Cube has over 600 employees.
- Along with its software suite, 20Cube’s control tower-based
approach and sophisticated workflows were designed, tested and
optimized as a system over the past ten years. This innovative
approach is uniquely able to provide end-to-end logistics
visibility in real-time.
- 20Cube anticipates that this approach will also afford it
significant operating leverage as it scales. This transaction will
provide working capital and acquisition funding to enable it to
further accelerate growth.
- 20Cube’s revenue grew at 74% in FY2022, consisting of gross
revenue of US$163 million with Adjusted EBITDA of US$13
million.
- The proposed transaction positions 20Cube to drive inorganic
growth through an acquisition strategy across various regions and
to capture synergized profitability through transition to the
20Cube platform.
- Following the consummation of the proposed transaction,
assuming no redemptions by shareholders of Evo Acquisition Corp.
(“Evo”) and that all 20Cube shareholders participate in the
transaction, the resulting combined company, to be known as 20Cube
Logistics Solutions Ltd. (“Pubco”) will have an implied initial
enterprise value of approximately $338 million and is expected to
have up to $135 million in net cash proceeds immediately after
closing, assuming a proposed $20 million subordinated convertible
note investment by affiliates and relationships of Evolution
Capital Management is negotiated, finalized and consummated.
- The transaction is expected to close in the first quarter of
2023. Pubco’s ordinary shares are expected to be listed on the
Nasdaq Capital Market under the symbol “TCUB”.
- 20Cube and Evo expect to hold a joint investor conference call
to discuss the proposed business combination and will notify
interested parties via press release.
Evo Acquisition Corp. (Nasdaq: EVOJ) (“Evo”), a special purpose
acquisition company led by CEO Richard Chisholm, today announced
the execution of a definitive business combination agreement (the
“Business Combination Agreement”) with 20Cube Logistics Pte. Ltd.
(“20Cube”), a Singapore-based software-enabled international supply
chain orchestrator, for a proposed business combination between Evo
and 20Cube (the “Business Combination”).
The parent company following the consummation of the business
combination will be a new Singapore holding company (the “Combined
Company” or “Pubco”) to be called 20Cube Logistics Solutions Ltd.,
and will be led by Mahesh Niruttan, Founder and Chief Executive
Officer of 20Cube. Pubco’s ordinary shares are expected to be
listed on the Nasdaq Capital Market under the ticker symbol
“TCUB”.
Evo and Pubco anticipate a private subordinated convertible note
investment with affiliates of the sponsor of Evo of approximately
$20 million that would close simultaneously with the Business
Combination (such financing together with the Business Combination
and the other transactions contemplated by the Business Combination
Agreement, the “Transaction”), subject to the final negotiation of
terms and the execution of definitive documents between the
parties. The Combined Company will also receive up to $125 million
(less transaction expenses) of the amounts held in 20Cube’s trust
account at the closing of the Transaction, subject to any
redemptions by existing Evo shareholders and any applicable excise
or other tax obligations.
Key Transaction Terms
- The transaction values the Combined Company at an implied
enterprise value of US$338 million, assuming no redemptions by Evo
public shareholders and that all 20Cube shareholders elect to
participate in the Business Combination.
- The Combined Company will receive up to $135 million in net
cash proceeds immediately after closing, assuming a proposed $20
million subordinated convertible note investment by affiliates and
relationships of Evolution Capital Management is negotiated,
finalized and consummated. Such investment is subject to the final
negotiation of terms and the execution of definitive
documents.
- In addition, Evo Fund and certain of its affiliates have
delivered a term sheet to Evo and 20Cube outlining the terms by
which Evo Fund or such affiliates would enter into an equity line
for $75 million in Pubco ordinary shares to further support its
growth strategy. The term sheet provides that Pubco would have the
right, without obligation, at Pubco’s sole discretion, to sell and
issue up to $75 million of its ordinary shares to Evo Fund over a
period of 36 months beginning from when the SEC declares the
registration statement for the resale of such shares effective,
subject to certain ownership, pricing and volume limitations and
conditions, and subject in all respects to the negotiation and
execution of a definitive agreement between the respective
parties.
- Assuming no redemptions by Evo’s public shareholders and
assuming that all 20Cube shareholders elect to participate in the
Business Combination as Sellers, it is estimated that the current
shareholders of 20Cube will own approximately 59% of the issued and
outstanding shares in the Combined Company at closing.
- Following the consummation of the transaction, the Combined
Company will report in the United States as a foreign private
issuer, and as such will not be subject to the same disclosure and
certain other obligations applicable to domestic public companies.
In addition, the Combined Company expects to follow home country
governance requirements, to the extent permitted by the rules of
Nasdaq.
The Transaction has been approved by each of Evo’s and 20Cube’s
Board of Directors. The Transaction is subject to the approval of
Evo and 20Cube shareholders and other customary conditions and is
expected to close in the first quarter of 2023.
Additional information about the Transaction will be provided in
a Current Report on Form 8-K that will contain an investor
presentation, to be filed by Evo with the Securities and Exchange
Commission (“SEC”) and will be available at www.sec.gov. In
addition, 20Cube Logistics Solutions intends to file a registration
statement on Form F-4 with the SEC, which will include a proxy
statement/prospectus, and will file other documents regarding the
proposed transaction with the SEC.
20Cube Highlights
- Established global player with a strong presence in Intra-Asian
trade lanes leveraging its intelligent B2B warehousing and
distribution network in India.
- Currently enjoying significant growth by disrupting an
addressable $653 billion global freight forwarding space and the
high-end warehousing and distribution space in emerging
markets.
- Profitable, with positive EBITDA during each of the past 5
years.
- Uniquely built from the ground up over the past 10 years on a
disruptive software, workflow and control tower driven platform for
a strong sustainable competitive advantage.
- Nasdaq listing to provide growth capital for investment in
sales and marketing, M&A and next generation of predictive
technology software.
- Proven, efficient go-to-market strategy with strong economies
of scale and network effects
- Strong operational leverage, and with additional capital, the
ability to pursue potential, accretive M&A opportunities.
- Built and managed by industry veterans from top supply chain /
logistics companies
- Model delivers superior customer experience:
- End-to-end visibility with sophisticated exception
management
- Workflow approach that monitors over 100 tasks for agile
responses to logistics disruptions and delays in real-time
- Control tower that monitors KPI and digitizes legacy
workflows
- 3rd Generation software framework supported by 70+ in-house
engineers for maximum adaptability
- Load balancing
- Flexible, granular monitoring of execution along the value
chain with robust reporting
“For more than 10 years, 20Cube has worked closely with our
customers to craft this platform", said Mahesh Niruttan, Founder
and Chief Executive Officer of 20Cube. “It was exciting to watch us
pass through our first growth inflection point a couple of years
ago and today is a major milestone towards continuing that rapid
growth on our journey to 'make trade better'."
Richard Chisholm, Evo’s Chief Executive Officer commented,
“20Cube has built a strong foundation with some of the world's most
discerning customers. We were most impressed that they achieved
profitability and margins on par with the best logistics companies
on the planet and did so with limited scale and limited capital.”
Evo’s Managing Director Jason Sausto added, “The company will now
be able to put its foot on the gas for multiple initiatives
including increasing its customer list in Asia, enhancing US and EU
trade lanes, ramping up marketing and commercial teams, building
next generation tech and expanding share of wallet with the current
base.”
Financial Information; Non-IFRS Financial Measures
The historical financial data included in this press release has
been derived from 20Cube’s audited financial statements for the
fiscal years ended March 31, 2020 and 2021, which were prepared in
accordance with International Financial Reporting Standards, or
IFRS. The historical financial data included in this press release
for 20Cube’s fiscal year ended March 31, 2022, has been derived
from 20Cube’s management accounts prepared in accordance with IFRS
and is subject to completion of the audit of such financial
statements and further review and updates.
This press release also includes references to non-IFRS
financial measures. Such non-IFRS measures should be considered
only as supplemental to, and not as superior to, financial measures
prepared in accordance with IFRS. 20Cube and Evo believe that the
use of these non-IFRS Financial measures provide an additional tool
for evaluating historical or projected operating results and trends
in and in comparing 20Cube’s financial measures with other similar
companies, many of which may present similar non-IFRS financial
measures to investors. Management of 20Cube does not consider these
non-IFRS measures in isolation or as an alternative to financial
measures determined in accordance with IFRS. The principal
limitation of these non-IFRS financial measures is that they
reflect the exercise of judgments by management about which expense
and revenue items are excluded or included in determining these
non-IFRS financial measures.
In order to compensate for these limitations, management
presents historical non-IFRS financial measures in connection with
IFRS results below:
Reconciliation of Net Income (Loss) to Adjusted EBITDA
2020A
2021A
2022UA
Net Income (Loss)
(4.6)
(1.5)
(0.8)
Net Margin %
(6.3%)
(1.6%)
(0.5%)
Adjusted to Include:
Depreciation & Amortization(1)
5.5
5.4
6.2
Interest Expense(1)
5.1
3.7
5.4
Provision for Income Taxes
(0.1)
1.1
0.5
Exceptional Items(2)
3.4
1.6
1.6
Adjusted EBITDA
$9.4
$10.4
$12.9
Margin %
12.9%
11.0%
7.9%
Notes: Company fiscal year ending March
31st
(1)
Lease treatments are in accordance with
IFRS standards and affect the P&L through depreciation on right
of use assets created at the time of initiation of each lease and
get debited to the P&L and interest on lease liabilities which
also get debited to the P&L on a reducing balance monthly
(2)
Exceptional Items includes acquisition
related costs, stock compensation expenses, foreign exchange loss /
(gain), and credit loss provision on trade receivables and
deposits
Advisors
B. Riley Securities is acting as financial and capital markets
advisor to Evo and lead placement agent in connection with a
potential PIPE transaction.
Ellenoff Grossman & Schole LLP acted as legal counsel to
Evo. Kirkland & Ellis LLP acted as placement agent counsel.
Drake Star Partners acted as exclusive financial advisor and
Foley & Lardner LLP acted as legal counsel to 20Cube in the
Transaction.
About 20Cube Logistics Pte. Ltd.
20Cube is a software-enabled international supply chain
orchestrator from purchase order (PO) to point of delivery (POD)
with a technology-driven, proven proprietary system and key
presence at over 60 locations in Asia, Australia and East Africa.
20 Cube has over 600 employees. 20Cube was built from the ground up
over the past 10 years on a disruptive software, workflow and
control tower driven platform. 20Cube's platform is centered around
MyHubPlus, which captures data from every part of the supply chain
to provide customers with unprecedented real-time visibility,
alerts, exception management and reporting. Its suite of freight
forwarding, intelligent warehousing/distribution, customs and trade
compliance solutions have resulted in significant savings from
better container utilization, load balancing, predictability and
logistics process management. For more information visit
www.20cube.com.
About Evo Acquisition Corp.
Evo is a blank check company formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. While Evo may pursue an acquisition in any
business industry or sector, it intends to focus its search on
companies in the technology and financial sectors, including
companies with a nexus to Japan. Evo is led by its Chairman,
Michael Lerch, its Chief Executive Officer, Richard Chisholm, its
Chief Financial Officer, Adrian Brindle and Managing Director Jason
Sausto. For more information visit www.evospac.com.
Important Information About the Business Combination and
Where to Find It
This press release relates to a proposed Transaction between Evo
and 20Cube. This press release does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
Transaction described herein, Evo and Pubco intend to file relevant
materials with the SEC, including a registration statement to be
filed by Pubco on Form F-4, which will include a proxy
statement/prospectus. Security holders are encouraged to
carefully review such information, including the risk factors and
other disclosures therein. The proxy statement/prospectus will
be sent to all shareholders of Evo and 20Cube. Evo and Pubco will
also file other documents regarding the proposed Transaction with
the SEC. Before making any voting or investment decision,
investors and security holders of Evo and 20Cube are urged to read
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed Transaction.
Once available, shareholders will also be able to obtain a copy
of the Form F-4, including the proxy statement/prospectus, and
other documents filed with the SEC without charge, by directing a
request to: EVOJ@mzgroup.us. The
preliminary and definitive proxy statement/prospectus, once
available, and other materials filed with the SEC, can also be
obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Evo and 20Cube and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the proposed Business Combination described
in this press release under the rules of the SEC. Information about
the directors and executive officers of Evo is set forth in Evo’s
annual report on Form 10-K filed with the SEC on March 28, 2022 and
Current Report on Form 8-K filed with the SEC on May 17, 2022., and
are available free of charge at the SEC’s website at www.sec.gov or
by directing a request to: Evo Acquisition Corp., 10 Stateline
Road, Crystal Bay, NV 89402. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the Evo stockholders in connection with the
proposed Business Combination will be set forth in the registration
statement containing the proxy statement/prospectus on Form F-4 to
be filed by 20Cube Logistics Solutions Pte. Ltd. with respect to
the proposed Business Combination when it is filed with the SEC.
These documents can be obtained free of charge from the sources
indicated herein.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,”
and 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. These forward-looking statements include, but are
not limited to, statements regarding estimates and forecasts of
other performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not
identified in this press release and on the current expectations of
Evo’s and 20Cube’s respective managements 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 by any investor 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 Evo and
20Cube. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market,
financial, political and legal conditions.
These forward-looking statements are subject to a number of
risks and uncertainties, including, the inability of the parties to
successfully or timely consummate the Transaction, including the
risk that any required 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 Transaction, if not obtained; the failure to realize the
anticipated benefits of the Transaction; matters discovered by the
parties as they complete their respective due diligence
investigation of the other parties; the ability of Evo prior to the
Business Combination, and the Combined Company following the
Business Combination, to maintain (in the case of Evo) and to
obtain and maintain (in the case of the Combined Company) the
listing of Evo’s shares prior to the Business Combination, and
following the Business Combination, the Combined Company’s shares
on Nasdaq; costs related to the Transaction; the failure to satisfy
the conditions to the consummation of the Transaction, including
the approval of the Business Combination Agreement by the
respective stockholders of Evo and 20Cube, the risk that the
Transaction may not be completed by the stated deadline and the
potential failure to obtain an extension of the stated deadline;
the inability to complete a PIPE transaction; the outcome of any
legal proceedings that may be instituted against Evo or 20Cube
related to the Transaction; the attraction and retention of
qualified directors, officers, employees and key personnel of Evo
and 20Cube prior to the Business Combination, and the Company
following the Business Combination; the ability of the Combined
Company to compete effectively in a highly competitive market; the
ability to protect and enhance 20Cube’s corporate reputation and
brand; the impact from future regulatory, judicial, and legislative
changes in 20Cube’s industry; and, the uncertain effects of the
COVID-19 pandemic or other public health matters; competition from
larger technology companies that have greater resources,
technology, relationships and/or expertise; future financial
performance of the Combined Company following the Business
Combination including the ability of future revenues to meet
projected annual bookings; the ability of the Combined Company to
forecast and maintain an adequate rate of revenue growth and
appropriately plan its expenses; the ability of the Combined
Company to generate sufficient revenue from each of our revenue
streams; the ability of the Combined Company’s patents and patent
applications to protect the Combined Company’s core technologies
from competitors; the Combined Company’s ability to manage a
complex set of marketing relationships and realize projected
revenues from subscriptions, advertisements; product sales and/or
services; 20Cube’s ability to execute its business plans and
strategy; and those factors set forth in documents of Evo or 20Cube
Logistics Solutions Pte. Ltd. filed, or to be filed, with SEC. You
should carefully consider the foregoing factors and the other risks
and uncertainties that will be described in the “Risk Factors”
section of the registration statement on Form F-4 and related proxy
statement and other documents to be filed by Evo or 20Cube
Logistics Solutions Pte. Ltd. from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
The foregoing list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Evo nor 20Cube presently know or that
Evo or 20Cube 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 Evo’s and 20Cube’s current expectations, plans and
forecasts of future events and views as of the date of this press
release. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein and the risk factors of Evo and 20Cube described
above. Evo and 20Cube anticipate that subsequent events and
developments will cause their assessments to change. However, while
Evo and 20Cube may elect to update these forward-looking statements
at some point in the future, they each specifically disclaim any
obligation to do so, except as may be required by law. These
forward-looking statements should not be relied upon as
representing Evo’s or 20Cube’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.
Non-Solicitation
This press release does not constitute, and should not be
construed to be, a proxy statement or the solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the United States Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20221018006275/en/
20Cube Investor Contact: corporate@20cube.com
Evo Acquisition Corp. Investor Contact: Chris Tyson
949-491-8235 EVOJ@mzgroup.us
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