Transaction Expected to Enable Digital Virgo
to Significantly Enhance its Growth and Expand into North America
and Other Markets
Capital Will Allow Digital Virgo to Expand in the U.S.
Market and in Other Global Markets and Execute its Growth
Strategy. The proposed business combination is expected to
provide at least $100 million of growth capital to the company and
allow it to pursue significant opportunities in the North American
and other priority markets in addition to executing on its existing
growth strategy globally. Digital Virgo sees a strong and growing
global customer market demand regarding how they engage online—and
is building a one destination platform that meets their needs for
media, sports, entertainment, gaming, commerce, finance, and much
more, payable on their phone bill (using carrier billing
solutions). The company will target both customers who prefer the
simplicity of carrier billing solutions and those including
unbanked or underbanked customers who have limited alternatives,
building on its more than 2 billion connected users and 9 billion
yearly transactions managed worldwide. The company also intends to
offer alternative payment methods to its customers through
strategic partnerships.
- Strong Profitability and Future Growth. Digital Virgo
has been consistently profitable for the last seven years. The
company has a proven track record of success in all economic
environments, with revenue and adjusted EBITDA expected to grow
from 2021-2022E 12% and 15%, respectively.
- Investing in Premium and Exclusive Content. Adding new
types of content is expected to boost engagement, Average Revenue
per User (ARPU), and margins. Fueling these key levers alone can
deliver substantial revenue and adjusted EBITDA growth.
- Significant Market Opportunity. In addition to its range
of offerings for consumers, Digital Virgo provides monetization,
digital marketing, and other related services, to help operators,
merchants, and digital advertising platforms optimize payment and
monetize content, services, and audiences in sports, gaming,
entertainment, urban mobility, and many other sectors. On the
fintech side, the company benefits from the global mobile-payment
user base being 5 times larger than those who pay with cards or
bank accounts.
- Democratize access to mobile entertainment and commerce.
Digital Virgo brings premium content and commerce to the unbanked
and underbanked who are often overlooked and underserved. Only 3%
of adults in low-income countries own a credit card, and just 4% of
adults own one in lower-middle-income countries, while over 80% of
the general population owns a smartphone.
- Proven Investors with Strong Business Relationships.
Digital Virgo’s deal partner, Goal Acquisitions, consists of
seasoned board members and proven business-builders who have deep
relationships in sports, media, telecom, investments, brand
building, and M&A, that will promote Digital Virgo’s success in
the U.S. market and beyond.
- Partnerships Fueling Global Growth. Digital Virgo
partners with the world’s largest telecommunications companies, or
“telcos”, with 150 telco operators and 300 merchant contracts
worldwide. Digital Virgo offers telco customers media, sports,
entertainment, gaming, and other content, payable via their phone
bill. Digital Virgo’s integration into carrier systems and its
proprietary customer acquisition engine is a significant technology
advantage, enabling precise user targeting and low marketing costs.
Digital Virgo believes that its trusted carrier relationships, the
majority of which it has partnered with for 10+ years, create a
barrier to entry.
- Experienced Management Team Ready to Commercialize Market
Opportunity. Digital Virgo’s leadership team has nearly 120
years of combined experience, including executive positions at
publicly traded companies.
- Alignment with Shareholder Interests. All Digital Virgo
equityholders will roll over a significant number of their shares,
tying their interest to future share performance and ensuring
complete alignment with shareholders.
Digital Virgo Group, a French corporation which has a leading
global platform for payment and monetization of digital content and
services that provides one destination for entertainment, sports,
lifestyle, and ultimately, transportation, education and everyday
needs, and Goal Acquisitions Corp. (Nasdaq: PUCK) (“Goal”), a
publicly-traded special purpose acquisition company, today
announced they have entered into a definitive agreement for a
business combination. Upon closing, Goal will be renamed Digital
Virgo Group, Inc., and its common stock is expected to be publicly
listed in the U.S.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20221117005610/en/
The proposed business combination is expected to provide at
least $100 million in cash to Digital Virgo, allowing the company
to enhance growth and expand into North America and other priority
markets. Based on a $10 share price, the transaction values Digital
Virgo at an enterprise value of approximately $513
million.
Digital Virgo sees a strong and growing global customer market
demand for its mobile media, sports, entertainment, gaming,
commerce, finance, and much more and anticipates that North
American customers will be excited by the seamless, simple, and
secure “one destination platform”. Digital Virgo will provide a new
content distribution channel at a time when the shift of media
content consumption to mobile is accelerating. Digital Virgo’s
platform gives merchants access to previously unreachable
audiences. It also reduces customer acquisition costs and allows
telcos to develop direct merchant connections and build greater
customer loyalty.
Digital Virgo has been consistently profitable for the last
seven years. The company has a proven track record of success in
all economic environments, with revenue and adjusted EBITDA
expected to grow from 2021-2022E 12% and 15%, respectively.
Building on its more than 2 billion connected users and 9 billion
yearly transactions managed worldwide, Digital Virgo today operates
in 40+ countries with offices in 28 countries. Digital Virgo will
pursue its significant expansion opportunity in the U.S. among
customers who prefer the one platform approach as well as the
simplicity of Digital Virgo’s direct carrier billing (DCB), in
addition to unbanked or underbanked customers too often left
behind.
Digital Virgo partners with the world’s largest
telecommunications companies, or “telcos”, with 150 telco operators
and 300 merchant contracts worldwide. Digital Virgo offers telco
customers media, sports, entertainment, gaming, and other content,
payable via their phone bill. Digital Virgo’s integration into
carrier systems and its proprietary customer acquisition engine is
a significant technology advantage, enabling precise user targeting
and low marketing costs. Digital Virgo believes that its trusted
carrier relationships, the majority of which it has partnered with
for 10+ years, create a barrier to entry.
Guillaume Briche, Digital Virgo Chief Executive Officer, said of
the transaction, “After years of steady growth and profitability,
now is the time for us to go public and pursue more rapid growth by
satisfying customer demand for a one destination platform that
fulfills their content, commerce, and financial needs. It’s also
the right moment to bring our offerings to the U.S. market. We’ve
resisted previous pushes to go public, but in Goal Acquisitions
Corp., we found exactly the right partner. Their team not only has
the experience in building businesses and advising companies, but
also has the global relationships in sports, media, games, and
other areas that will allow us to develop new partnerships leading
to more rapid customer acquisition and premier content creation to
enhance the platform and grow revenue and profitability.”
Goal Acquisitions Founder and Advisor Alex Greystoke remarked,
“When we launched our SPAC, we set out to find a high-quality
company led by a first-rate management team operating in the
convergence of sports, media, games, and technology. Guillaume and
the Digital Virgo team certainly meet those criteria and more.
They’ve built an amazing company which is already a global leader.
This deal provides important capital for them to grow and execute
but it also brings our team’s experience and network of global
relationships in sports, media, entertainment, and other sectors
that will be essential in reaching more customers and expanding the
business. We have aligned our interests with them by our sponsor
agreeing to forfeit a portion of its shares and receiving a grant
of earnout shares which are subject to the post-combination company
meeting certain share price targets. We’re excited to work with
them in creating the one destination platform and building
something really remarkable.”
Transaction Overview
The transaction was unanimously approved by the Digital Virgo
Strategic Committee and the Goal Board of Directors. It is expected
to close in the first quarter of 2023, subject to the satisfaction
of customary closing conditions including Goal shareholder
approval, approval for listing on Nasdaq, European electronic money
institution approvals, a minimum of $20 million in cash being
available at closing, and the execution of definitive agreements
for a $100 million committed capital on demand facility.
Under the business combination agreement, Goal will acquire all
the shares of Digital Virgo in exchange for consideration equal to
$513 million (based on a value of the common stock at $10 per
share) plus the amount of cash that Digital Virgo has at closing,
minus the amount of financial indebtedness that Digital Virgo has
outstanding at closing. $125 million of the consideration will be
paid in cash and the remainder in newly-issued shares of common
stock of Goal, plus up to 5 million shares of common stock of Goal
(valued at $10 per share), subject to certain earn-out provisions,
which will be deposited in escrow and will be released if certain
adjusted EBITDA and share price targets are met. The transaction is
expected to provide at least $100 million in growth capital to
Digital Virgo to execute on management’s strategic growth plans and
will be funded by a committed capital on demand facility which is
expected to be executed at closing and will provide for the ability
to draw subsequent to the closing on the terms and conditions to be
provided for in definitive agreements.
Additional information regarding the proposed combination,
including a copy of the business combination agreement and other
relevant materials, will be filed by Goal on Form 8-K with the U.S.
Securities and Exchange Commission.
Investor Presentation
An investor presentation will follow.
Advisors
JMP Securities, a Citizens Company, is serving as financial
advisor to Goal Acquisitions.
Winston & Strawn LLP and Peltier Juvigny Marpeau &
Associés are serving as legal counsel to Digital Virgo. Proskauer
Rose LLP is serving as legal counsel to Goal Acquisitions. Latham
& Watkins LLP is serving as legal counsel to JMP Securities, a
Citizens Company.
About Digital Virgo
Digital Virgo is one of the world’s leading mobile payment
specialists, implementing powerful monetization ecosystems for
telecom operators and merchants, serving as a single destination
for customers' mobile content, entertainment, and commerce needs.
Digital Virgo deploys global strategies to optimize the payment
that consider strategic aspects such as localization, monetization,
digital marketing, customer care or regulatory & compliance
framework. Digital Virgo’s technological hub made of innovative
platforms and tools enables them to respond to their partners' main
challenges of scalability, complexity and security to drive their
growth while improving their users’ experience. With more than 2
billion connected users and operating in 40+ countries, Digital
Virgo’s global network of local offices allows them to roll out
scalable and secure mobile commerce experiences worldwide.
About Goal Acquisitions.
Goal Acquisitions Corp. is a blank check company formed for the
purpose of affecting a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization, or other similar
business combination with one or more business entities. For more
information visit www.goalacquisitions.com.
Forward-Looking
Statements
Certain statements included in this presentation that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans as they relate to the proposed transaction, are
also forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking
statements. Although each of Goal and Digital Virgo believes that
there is a reasonable basis for each forward-looking statement
contained in this press release, each of Goal and Digital Virgo
caution you that these statements are based on a combination of
facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement relating to the
proposed transaction, which is expected to be filed by Goal with
the SEC, and other documents filed by Goal from time to time with
the SEC. These filings may identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those expressed or implied in the
forward-looking statements in this press release. Forward-looking
statements in this press release include statements regarding the
proposed transaction, including the timing and structure of the
transaction, the proceeds of the transaction and the benefits of
the transaction. Neither Goal nor Digital Virgo can assure you that
the forward-looking statements in this press release will prove to
be accurate. These forward-looking statements are subject to a
number of risks and uncertainties, including: Digital Virgo’s
ability to enter into agreements with telecommunications companies,
content providers, and end users of its mobile payment services;
Digital Virgo’s dependence on advertising networks on the internet
and mobile devices and the impact of recent changes in demand for
internet and mobile advertising; risks associated with operating
internationally, including currency risks and legal, compliance,
and execution risks of operating internationally; risks associated
with the competitiveness of the mobile payment and targeted online
advertising markets; risks associated with the regulation of
targeted advertising, payment services, telecommunications, and the
processing of personal data; the volatility of economic conditions
in emerging markets where Digital Virgo conducts business; risks
associated with the development of mobile networks upon which
Digital Virgo relies in conducting its business; Digital Virgo’s
ability to manage its rapid growth; Digital Virgo’s ability to keep
pace with technological innovations in the mobile payment services
and targeted online advertising sectors; risks associated with
Digital Virgo’s acquisitions and geographic expansion strategy;
Digital Virgo’s ability to maintain favorable terms with its key
suppliers; risks associated with the non-recovery of receivables
from customers; risks associated with the non-recovery of debts
from telecom operators or aggregators; risks associated with
Digital Virgo’s business relationships with telecom operators and
advertising clients; Digital Virgo’s ability to obtain content
under attractive conditions; risks associated with cash flow and
liquidity; risks associated with intellectual property; the
potential inability of the parties to successfully or timely
consummate the proposed business combination; 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; the approval of the stockholders of Goal is not
obtained; the risk of failure to realize the anticipated benefits
of the proposed business combination; the amount of redemption
requests made by Goal’s stockholders exceeds expectations or
current market norms; the ability of Digital Virgo or the combined
company to obtain equity or other financing in connection with the
proposed business combination or in the future; the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries; the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the transaction; costs related
to the proposed business combination; the impact of the global
COVID-19 pandemic; the effects of inflation and changes in interest
rates; an economic slowdown, recession or contraction of the global
economy; a financial or liquidity crisis; geopolitical factors,
including, but not limited to, the Russian invasion of Ukraine;
global supply chain concerns; the status of debt and equity markets
(including, market volatility and uncertainty); and other risks and
uncertainties, including those risks to be included under the
heading “Risk Factors” in the proxy statement to be filed by Goal
with the SEC and also those included under the heading “Risk
Factors” in Goal’s final prospectus relating to its initial public
offering dated February 16, 2021 and Goal’s other filings with the
SEC. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by Goal, Digital Virgo, their
respective directors, officers, affiliates, advisers or employees
(or any other person) that Goal and Digital Virgo will achieve
their objectives and plans in any specified time frame, or at all.
The forward-looking statements in this press release represent the
views of Goal and Digital Virgo as of the date of this press
release. Risks in addition to those set forth herein may also
materialize. Moreover, Goal’s and Digital Virgo’s assumptions may
prove to be incorrect. Actual results could differ materially from
the results implied or expressed by the forward-looking statements
in this press release. There may also be additional risks that
neither Goal nor Digital Virgo presently know, or that neither Goal
nor Digital Virgo currently believe are material, that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
do not reflect Goal’s or Digital Virgo’s expectations, plans or
forecasts of future events and views after the date of this press
release. Subsequent events and developments may cause Goal’s and
Digital Virgo’s assessments to materially change. While the Goal
and Digital Virgo may choose to update these forward-looking
statements in the future, there is no current intention or plan to
do so. Except to the extent required by applicable law, neither
Goal nor Digital Virgo undertakes to update, supplement or amend
any of the forward-looking statements in this press release at any
time after the date hereof. You should, therefore, not rely on
these forward-looking statements as representing the views of Goal
or Digital Virgo as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Financial Information and Non-IFRS Measures
Financial information of Digital Virgo included in this press
release are prepared in accordance with IFRS. This press release
includes adjusted EBITDA which is a financial measure not presented
in accordance with IFRS. Adjusted EBITDA is not a measure of
financial performance in accordance with IFRS and may exclude items
that are significant in understanding and assessing Digital Video’s
financial results. Therefore, these measures should not be
considered in isolation or as an alternative to net income, cash
flows from operations or other measures of profitability, liquidity
or performance under IFRS. You should be aware that the
presentation of this measure may not be comparable to
similarly-titled measures used by other companies. Digital Virgo
defines adjusted EBITDA as the Recurring Operating Profit in
accordance with IFRS (Operating Profit excluding non current costs
and revenues) plus the depreciation, amortization and impairment of
non current assets excluding the depreciation charges for the
right-of-use assets, plus the stock-based compensation expenses
(consumption of the fair value of free shares and stock options
granted to employees and managers).
Additional Information about the
Proposed Business Combination and Where to Find It
In connection with the proposed transaction, Goal will file a
preliminary proxy statement and a definitive proxy statement with
the U.S. Securities and Exchange Commission (“SEC”) with respect to
the stockholder meeting of Goal to vote on the proposed
transaction. STOCKHOLDERS OF GOAL AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY AND DEFINITIVE
PROXY STATEMENTS, ANY AMENDMENTS THERETO AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT GOAL, DIGITAL VIRGO AND
THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE
MAILED TO STOCKHOLDERS OF GOAL AS OF A RECORD DATE TO BE
ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTION. ONCE AVAILABLE,
STOCKHOLDERS OF GOAL WILL ALSO BE ABLE TO OBTAIN A COPY OF THE
PROXY STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WITHOUT
CHARGE, BY DIRECTING A REQUEST TO: GOAL ACQUISITIONS CORP.,
ATTENTION: WILLIAM T. DUFFY, TELEPHONE: (888) 717-7678. THE
PRELIMINARY AND DEFINITIVE PROXY STATEMENTS, AND ANY OTHER RELEVANT
DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT
THE SEC’S WEBSITE (WWW.SEC.GOV).
Participants in the
Solicitation
Goal and Digital Virgo and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from Goal’s stockholders with respect to
the potential transaction described in this press release under the
rules of the SEC. Information about the directors and executive
officers of Goal and their ownership of Goal’s securities is set
forth in Goal’s Final Prospectus filed with the SEC on February 16,
2021. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
Goal’s stockholders in connection with the potential transaction
will be set forth in the preliminary and definitive proxy
statements when those are filed with the SEC. These documents are
available free of charge at the SEC’s website at www.sec.gov or by
directing a request to Goal Acquisitions Corp., Attention: William
T. Duffy, telephone: (888) 717-7678.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any 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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
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For inquiries regarding Digital Virgo:
www.digitalvirgo.com/contact
Media For Digital Virgo,
Communications Director Émilie Roussel: press@digitalvirgo.com For
Goal Acquisitions: press@goalacquisitions.com
Investors For investor
inquiries at Digital Virgo: ir@digitalvirgo.com For investor
inquiries at Goal: info@goalacquisitions.com
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