- Special Meeting of NAAC (Nasdaq: NAAC) shareholders to
approve the proposed business combination scheduled
for May 18, 2022 at 11:00
a.m. Eastern Time
- TeleSign common stock and warrants to be listed on the
Nasdaq Stock Exchange under the ticker symbols "TLSN" and "TLSNW,"
respectively, following the close of the business
combination.
- Based on reported first quarter revenue and a preliminary
review of second quarter revenue, TeleSign reaffirms its previously
disclosed guidance
NEW YORK and LOS ANGELES, Calif.,,
April 20, 2022
/PRNewswire/ -- North Atlantic Acquisition Corp. (NASDAQ: NAAC)
("NAAC") and TeleSign Corporation, ("TeleSign") announced today the
effectiveness of the Registration Statement on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange
Commission (the "SEC") in connection with the previously announced
business combination between NAAC and TeleSign.
NAAC also announced that the special meeting of its shareholders
(the "Special Meeting") to approve the proposed business
combination will be held May 18, 2022
at 11:00 a.m. U.S. Eastern Time,
unless postponed or adjourned to a later date or time. NAAC will
distribute the definitive proxy statement and proxy card to its
stockholders of record as of April 13,
2022, the record date for the Special Meeting. The
Special Meeting will be held as a virtual meeting only via live
audio webcast at https://www.cstproxy.com/naac/2022. Registration
instructions for the Special Meeting are provided in the proxy
statement included in the Registration Statement.
"As TeleSign transitions to the public markets, we are thrilled
to partner with Gary and the entire NAAC team to drive sustainable,
long-term growth for this exciting business," said Joe Burton, CEO of TeleSign. "This transaction
will allow us to increase our global trajectory and deliver our
solutions where they are needed the most."
"The TeleSign team continues to execute successfully on the
tremendous opportunity the Digital Identity market represents,"
said Gary Quin, CEO of NAAC. "We
look forward to presenting the business combination to NAAC
shareholders."
TeleSign's management team, led by CEO Joe Burton, will continue to lead the public
company following the business combination. TeleSign intends to use
the proceeds from the business combination to target new customer
segments, including mid-market and SMB, and develop new use cases
to expand its identity offering.
Belgacom International Carrier Services (BICS), a wholly owned
subsidiary of Proximus NV/SA, will hold, assuming no redemptions,
approximately 66 percent of the outstanding equity of the combined
company immediately following the closing.
If approved by NAAC's shareholders at the Special Meeting, the
business combination is expected to close shortly after the Special
Meeting, subject to stockholder approvals and satisfaction of other
customary closing conditions. Upon completion of the business
combination between NAAC and TeleSign, the post-closing company
will be renamed TeleSign, Inc., and its common stock and warrants
listed on the Nasdaq stock exchange under the renamed tickers
"TLSN" and "TLSNW" respectively.
A link to the definitive proxy statement can be accessed via the
SEC website at www.sec.gov. Additional investor materials are
available at TeleSign's website
at https://www.telesign.com/investors. NAAC shareholders who
require assistance completing the proxy card, additional copies of
the proxy materials or have questions regarding the Special Meeting
may contact North Atlantic Acquisition Corporation, ℅ NAAC's proxy
solicitor Morrow Sodali LLC at +1 (203) 658 9384 or +1 (475) 232
9850, or by email to j.peter@morrowsodali.com
About North Atlantic Acquisition Corporation
NAAC is a blank check company, also commonly referred to as a
SPAC, formed for the purpose of effecting a business combination
with a company with global ambition, with a primary focus on the
consumer, industrials and TMT sectors in Europe or North
America, where its Board of Directors has multiple decades
of experience.
About TeleSign
TeleSign provides continuous trust to leading global enterprises
by connecting, protecting and proactively defending their digital
identities. TeleSign verifies over five billion unique phone
numbers a month, representing half of the world's mobile users, and
provides critical insight into the remaining billions. The
company's powerful AI and extensive data science deliver identity
with a unique combination of speed, accuracy and global reach.
TeleSign solutions prevent fraud, secure communications and enable
the digital economy by allowing companies and customers to engage
with confidence. Learn more at www.telesign.com and
follow us on Twitter at @TeleSign.
Forward-Looking Statements
Certain statements made herein that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under The 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" 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 future events, the proposed business
combination between NAAC and TeleSign, the estimated or anticipated
future results and benefits of the combined company following the
proposed business combination, including the likelihood and ability
of the parties to successfully consummate the proposed business
combination, future opportunities for the combined company, and
other statements that are not historical facts. These statements
are based on the current expectations of NAAC's management 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 NAAC and TeleSign. These statements are subject to a
number of risks and uncertainties regarding NAAC's businesses and
the proposed business combination, and actual results may differ
materially. These risks and uncertainties include, but are not
limited to, general economic, political and business conditions;
the inability of the parties to consummate the proposed business
combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed business combination agreement; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the proposed business combination; the receipt
of an unsolicited offer from another party for an alternative
business transaction that could interfere with the proposed
business combination; the risk that the approval of the
shareholders of NAAC or TeleSign for the potential transaction is
not obtained; failure to realize the anticipated benefits of the
proposed business combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating
the businesses of NAAC or TeleSign; the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; the ability of the combined company to grow
and manage growth profitably and retain its key employees; the
amount of redemption requests made by NAAC's shareholders; the
inability to obtain or maintain the listing of the post-acquisition
company's securities on Nasdaq following the proposed business
combination; costs related to the proposed business combination;
and those factors discussed in NAAC's filings with the SEC,
including the initial public offering prospectus, which was filed
with the SEC on January 21, 2021, in
NAAC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, and in NAAC's
Quarterly Report on Form 10-Q for the period ended September 30, 2021, and other filings with the
SEC. If any of these risks materialize or if assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that NAAC presently does not know or that NAAC
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide NAAC's
expectations, plans or forecasts of future events and views as of
the date of this communication. NAAC anticipates that subsequent
events and developments will cause NAAC's assessments to change.
However, while NAAC may elect to update these forward-looking
statements at some point in the future, NAAC specifically disclaims
any obligation to do so, except as otherwise required by applicable
securities laws. These forward-looking statements should not be
relied upon as representing NAAC's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information and Where to Find It
In connection with the proposed business combination, NAAC
Holdco Inc., an affiliate of NAAC, ("NAAC Holdco") filed the
Registration Statement with the SEC, which includes a preliminary
prospectus and preliminary proxy statement. NAAC will mail a
definitive proxy statement/final prospectus and other relevant
documents to its shareholders. This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that NAAC will
send to its shareholders in connection with the proposed business
combination. Investors and security holders of NAAC are advised to
read, when available, the proxy statement/prospectus in connection
with NAAC solicitation of proxies for its special meeting of
shareholders to be held to approve the proposed business
combination (and related matters) because the proxy
statement/prospectus will contain important information about the
proposed business combination and the parties to the proposed
business combination. The definitive proxy statement/final
prospectus will be mailed to shareholders of NAAC as of a record
date to be established for voting on the proposed business
combination. Shareholders will also be able to obtain copies of the
proxy statement/prospectus, without charge, once available, at the
SEC's website http://www.sec.gov or by directing a request to North
Atlantic Acquisition Corporation, c/o McDermott Will & Emery LLP, One Vanderbilt
Avenue, New York, New York
10017.
Participants in the Solicitation
NAAC, TeleSign and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of NAAC's shareholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the
proposed business combination of NAAC's directors and officers in
NAAC's filings with the SEC including the Registration Statement
that has been filed with the SEC by NAAC Holdco, once finalized,
which includes the proxy statement of NAAC for the proposed
business combination, and such information and names of TeleSign's
directors and executive officers will also be in the Registration
Statement, which includes the proxy statement of NAAC for the
proposed business combination.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of NAAC, the combined company or TeleSign, nor shall there be any
sale of any such 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 such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
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SOURCE North Atlantic Acquisition Corporation (NAAC)