- HUB Cyber Security (Israel) Limited (“HUB”), founded by
veterans of elite Israeli intelligence units (8200, 81, MOD,
C4I-IDF), is disrupting cybersecurity with its proprietary
Confidential Computing hardware and the related services it
provides to enterprises and governments
- The business combination implies pro forma enterprise value of
approximately $1.28 billion, a pro forma equity value of
approximately $1.2 billion including the vested and unvested HUB
options, and a pro forma equity value to HUB shareholders of
approximately $933 million excluding the vested and unvested HUB
options
- The business combination will provide Hub with up to
approximately $198 million in additional cash, assuming no
redemptions by Mount Rainier’s public stockholders
- HUB entered into Subscription Agreements with Israeli and
American institutional and existing investors for gross proceeds of
approximately $50 million through a private placement, representing
sufficient capital to meet the minimum cash required to close the
proposed transaction and to fund HUB’s business plan and
acquisitions
- Current HUB shareholders will retain 100% of their equity and
will continue to own approximately 81.3% of the combined company on
a pro forma basis, assuming no redemptions by Mount Rainier’s
stockholders
- Founder & CEO Eyal Moshe will continue to own approximately
5.7% of the combined company on a pro forma basis, assuming no
redemptions by Mount Rainier’s public stockholders
HUB Cyber Security (Israel) Limited (TASE:HUB.TA), a Tel-Aviv
based developer of Confidential Computing cybersecurity solutions
and services (“HUB” or the “Company”), and Mount Rainier
Acquisition Corp. (NASDAQ: RNER), a U.S. publicly traded special
purpose acquisition company (“RNER”), today announced that they
have entered into a definitive business combination agreement. Upon
closing of the proposed transaction, the combined company (the
“Combined Company”) will operate under the name “Hub Security” and
is expected to be listed on Nasdaq under the new ticker symbol
“HUBC.”
HUB develops and markets Confidential Computing solutions and
services that aim to disrupt cybersecurity for enterprises and
governments worldwide. HUB’s proprietary hardware solutions enable
the protection of sensitive IT data through a computer’s RAM memory
or processor, creating a Trusted Execution Environment (TEE). HUB
provides a holistic cyber defense of end-to-end data protection
across all phases of the data lifecycle and offers next-generation
encryption solutions, including advanced quantum computing defense.
The Company has received FIPS 140-2 Level 3 to meet stringent U.S.
security standards and the highest level of security for
cryptographic modules.
HUB operates in a rapidly growing Confidential Computing market
that is expected to reach $54 billion by 2026 at a CAGR of
95%-100%, according to Confidential Computing Research 2021,
published by Everest Group Inc.
HUB’s solutions and services are delivered to enterprises
including, but not limited to, insurance companies, commercial
banks, payment companies, telecom operators, and governmental
entities primarily through long-term contracts.
HUB’s Founder and Chief Executive Officer, Eyal Moshe, and the
current management team will continue to lead the Combined
Company.
Moshe said, “We have a wide range of game-changing cybersecurity
hardware technology and services for better global cyber defense.
The U.S. is our prime target market for growth and we seek to
expand our U.S. operations significantly via this business
combination. We are passionate and excited about this opportunity
to become publicly listed in the U.S. on Nasdaq and to continue our
growth and global expansion.”
Matthew Kearney, Chairman and CEO of RNER, said, “Our mission is
to find a high quality, well led, technology backed business whose
high growth potential would be accelerated by merger with our
company. HUB meets all these criteria and we are delighted to be
able to recommend this business combination to our stockholders. We
look forward to working with Eyal and the HUB team through a
successful listing.”
Transaction Overview
The Combined Company will have an estimated pro forma enterprise
valuation of approximately $1.28 billion. Cash proceeds from the
proposed transaction are expected to consist of up to approximately
$176 million of cash held in RNER’s trust (before any redemptions
by RNER’s public stockholders and the payment of certain expenses)
and approximately $50 million attributed to the PIPE investment
anchored by Israeli and American institutional and existing
investors. Proceeds from the PIPE are expected to satisfy the
minimum cash closing condition and will be used as working capital
to support continued growth and to fund acquisitions.
Hub shareholders will retain 100% of their existing equity
holdings and are expected to own approximately 81.3% of the
Combined Company on a non-fully diluted basis immediately following
the closing of the proposed transaction, assuming no redemptions by
RNER’s public stockholders. Founder & CEO Eyal Moshe will
continue to own approximately 5.7% of the combined company on a pro
forma basis, assuming no redemptions by RNER’s public
stockholders.
The board of directors of each of RNER and HUB approved the
proposed transaction. The proposed transaction will require the
approval of the stockholders of RNER and HUB, the effectiveness of
a registration statement to be filed with the Securities and
Exchange Commission (the “SEC”) in connection with the proposed
transaction, and the satisfaction of other customary closing
conditions. The proposed transaction is expected to close in the
third quarter of 2022.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be available in a Form 8-K to be filed with the
SEC by RNER at www.sec.gov.
Advisors
A-Labs Advisory & Finance Ltd. (“ALabs”) and Oppenheimer
& Co. Inc. are serving as financial advisors to HUB, and ALabs
is serving as sole placement agent for the PIPE. Latham &
Watkins LLP and Pearl Cohen Zedek Latzer Baratz are serving as
legal advisors to HUB. A.G.P./Alliance Global Partners is serving
as the exclusive financial advisor to RNER. Loeb & Loeb LLP and
Sullivan & Worcester LLP (Tel Aviv) are serving as legal
advisors to RNER.
About HUB Cyber Security (Israel) Limited
HUB Cyber Security (Israel) Limited (“HUB”) was established in
2017 by veterans of the 8200 and 81 elite intelligence units of the
Israeli Defense Forces. The company specializes in unique Cyber
Security solutions protecting sensitive commercial and government
information. The company debuted an advanced encrypted computing
solution aimed at preventing hostile intrusions at the hardware
level while introducing a novel set of data theft prevention
solutions. HUB operates in over 30 countries and provides
innovative cybersecurity computing appliances as well as a wide
range of cybersecurity services worldwide.
About Mount Rainier Acquisition Corp.
Mount Rainier Acquisition Corp. is a blank check company
sponsored by DC Rainier SPV LLC, a Delaware limited liability
company managed by Dominion Capital LLC, whose business purpose is
to effect a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses.
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. Forward-looking
statements generally relate to future events or HUB’s or RNER’s
future financial or operating performance. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“should,” “would,” “seem,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “future,” “predict,” “potential,”
“forecast” or “continue,” or the negatives of these terms or
variations of them or similar terminology, but the absence of these
words does not mean that a statement is not forward-looking. Such
forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by HUB and its
management, and RNER and its management, as the case may be, are
inherently uncertain. 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 may differ from assumptions. Many actual
events and circumstances are beyond the control of HUB or RNER.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: (i)
expectations regarding HUB’s strategies and future financial
performance, including its future business plans or objectives,
prospective performance and opportunities and competitors,
revenues, products and services, pricing, operating expenses,
market trends, liquidity, cash flows and uses of cash, capital
expenditures, and HUB’s ability to invest in growth initiatives and
pursue acquisition opportunities; (ii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive
agreements with respect to the proposed transaction; (iii) the
outcome of any legal proceedings that may be instituted against
RNER, HUB, the Combined Company or others following the
announcement of the proposed transaction and any definitive
agreements with respect thereto; (iv) the inability to complete the
proposed transaction due to, among other things, the failure to
obtain approval of the stockholders of RNER or HUB, to obtain
certain governmental and regulatory approvals or to satisfy other
conditions to closing, including delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regulatory reviews required to
complete the proposed transaction; (v) the inability to obtain the
financing necessary to consummate the proposed transaction; (vi)
changes to the proposed structure of the proposed transaction that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the proposed transaction; (vii) the ability to meet stock exchange
listing standards following the consummation of the proposed
transaction; (viii) the risk that the announcement and consummation
of the proposed transaction disrupts HUB’s current plans and
operations; (ix) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction; (x) the ability
to recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the
ability of the Combined Company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (xi) costs related to the
proposed transaction; (xii) the amount of any redemptions by
existing holders of RNER’s common stock being greater than
expected; (xiii) limited liquidity and trading of RNER’s and HUB’s
securities; (xiv) geopolitical risk, including military action and
related sanctions, and changes in applicable laws or regulations;
(xv) geopolitical risk, including military action and related
sanctions, and changes in applicable laws or regulations; (xvi) the
possibility that RNER, HUB or the Combined Company may be adversely
affected by other economic, business, and/or competitive factors;
(xvii) inaccuracies for any reason in the estimates of expenses and
profitability and projected financial information for HUB; and
(xviii) other risks and uncertainties set forth in the section
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in RNER’s final prospectus relating to
its initial public offering dated October 4, 2021.
Forward-looking statements speak only as of the date they are
made. 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,
which speak only as of the date they are made. Neither HUB nor RNER
undertakes any duty to update these forward-looking statements.
Additional Information About the Transaction and Where to
Find It
In connection with the proposed transaction, HUB intends to file
with the SEC a registration statement on Form F-4 containing a
proxy statement/prospectus, and after the registration statement is
declared effective by the SEC, RNER will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its stockholders. This press release does not contain all the
information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed
transaction. This press release is not a substitute for any
registration statement or for any other document that HUB or RNER
may file with the SEC in connection with the proposed transaction.
Investors and security holders are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments
thereto and the definitive proxy statement/prospectus and other
documents filed in connection with the proposed transaction, as
these materials will contain important information about HUB, RNER
and the proposed transaction.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed transaction will be
mailed to stockholders of RNER as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
through the website maintained by the SEC at www.sec.gov, or by
directing a request to: Mount Rainier Acquisition Corp., 256 W.
38th Street, 15th Floor, New York, NY 10018, Attention: Matthew
Kearney. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Participants in the Solicitation
HUB and RNER and their respective directors and executive
officers, under SEC rules, may be deemed participants in the
solicitation of proxies from RNER’s stockholders in connection with
the proposed transaction. A list of the names of those directors
and executive officers and a description of their interests in RNER
is contained in RNER’s final prospectus relating to its initial
public offering dated October 4, 2021, which was filed with the SEC
and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to Mount Rainier Acquisition
Corp., 256 W. 38th Street, 15th Floor, New York, NY 10018,
Attention: Matthew Kearney. . Additional information regarding the
names and interests will be set forth in the proxy
statement/prospectus for the proposed transaction when available.
HUB and its directors and executive officers may also be deemed to
be participants in the solicitation of proxies from the
stockholders of RNER in connection with the proposed transaction. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed transaction
will be set forth in the proxy statement/prospectus filed as part
of the registration statement on Form F-4 for the proposed
transaction, which is expected to be filed by HUB with the SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange 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, sale, or exchange 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220323005552/en/
HUB Cyber Security (Israel) Limited Dotan Moshe Chief Operating
Officer dotan.moshe@hubsecurity.io
Mount Rainier Acquisition Corp. Matthew Kearney Chairman
matthewk@rainieracquisitioncorp.com
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