- Roadzen’s mission is to transform the insurance experience for
drivers around the world by giving them lower premiums, on-road
safety and seamless claim processing.
- Roadzen has built a pioneering technology platform that uses
telematics, computer vision and artificial intelligence (“AI”) to
transform the insurance value chain - across underwriting,
distribution and claims - called the Roadzen “Insurance as a
Service” (“IaaS”) platform.
- Roadzen’s technology and insurance distribution licenses in
major global markets place the company at the epicenter of the
digital revolution in auto insurance.
- The proceeds of the transaction are expected to accelerate
Roadzen’s investment in its sales and growth initiatives and its
technology and allow it to pursue additional strategic M&A
opportunities.
- The transaction values Roadzen at a pre-money equity value of
$683 million and is expected to provide up to $204 million in cash
proceeds, assuming no redemptions by Vahanna’s public shareholders
and prior to the payment of transaction expenses.
- The transaction is expected to close during the second quarter
of 2023.
Roadzen, Inc. (“Roadzen”), a global insurance technology
company, and Vahanna Tech Edge Acquisition I Corp. (“Vahanna”)
(Nasdaq: VHNA), a special purpose acquisition company, announced
today that they have entered into a definitive merger agreement.
Upon the closing of the transaction, the combined company will
operate as Roadzen Inc. and expects to be listed on Nasdaq. The
transaction reflects a pre-money equity value for Roadzen of
approximately $683 million. The merger is expected to close during
the second quarter of 2023, subject to satisfaction of customary
closing conditions. Roadzen’s CEO Rohan Malhotra will continue to
lead the combined company following the closing of the
transaction.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230213005546/en/
Roadzen Overview
Roadzen is a leading insurance technology company on a mission
to transform global auto insurance powered by advanced AI. At the
heart of Roadzen’s mission is its commitment to create
transparency, efficiency, and a seamless experience for the
millions of end customers who use its products through its insurer,
original equipment manufacturer (“OEM”), and fleet (such as
trucking, delivery, and commercial fleets) partners. Roadzen seeks
to accomplish this by combining computer vision, telematics and AI
with continually updated data sources to provide a better way of
building auto insurance products, processing claims and improving
driver safety. In 2022, Roadzen signed acquisition agreements to
expand into the lucrative U.S. and U.K. markets.
Key Highlights
- Roadzen’s business-to-business-to-consumer focused business
model across brokerage and technology sales has grown to $9.8
million in total consolidated revenue for the fiscal year ended
March 31, 2022 and is expected to generate approximately $59
million and $118 million in total consolidated revenue for the
fiscal years ending March 31, 2023 and 2024, respectively.
- Roadzen has 39 major customers in the insurance and automotive
industry and more than 2,000 customers that are smaller agents and
fleets with significant opportunities to upsell and cross-sell
products within existing clients and a robust sales pipeline of new
clients.
- Secular tailwinds such as rapid advances in AI, digitization of
insurance and growth in vehicle connectivity and software are
expected to support Roadzen’s continued growth.
- Proven M&A track record of strategic transactions for
lowering insurance distribution costs, entering new geographies and
introducing new products for its customer base across fleet,
insurance and automotive industries.
- Visionary, experienced, and diverse team of software, AI
research, insurance and mobility specialists across the world.
Management Comments
Rohan Malhotra, Chief Executive Officer and Founder of
Roadzen, said:
“We set out with a bold and ambitious vision – to build the
world’s leading technology company at the intersection of insurance
and mobility. We are committed to our long-term vision and believe
this is a firm next step in that journey. Our team, technology,
business strategy and an ecosystem of world-class partners will
create significant and strong growth for years to come. We are
thrilled to partner with Vahanna and its incredible team of
investors and operators to unlock this growth.”
Saurav Adhikari, Chairman of Vahanna, said:
“Vahanna’s conviction is that technology companies leveraging
India’s highly developed tech ecosystem can vault to the global
markets accessing capital and resources, to catalyze growth and
transform industries. Roadzen, with its highly talented management
team, AI technology prowess, and sharp focus on auto insurance,
provides our investors a unique opportunity to participate in an
industry under significant transformation.”
Vinode Ramgopal, Chairman of Vahanna’s sponsor, Vahanna LLC,
said:
“We are delighted to sponsor Roadzen’s entry to the public
market. It is exemplary of the Vahanna thesis that the next
generation of U.S.-Indian technology companies belong on the global
public markets, and that SPACs, especially operator-led SPACs, can
play a vital role in helping their founders manage public market
preparedness. We believe the combination of Vahanna’s institutional
bench, in support of Roadzen’s exceptional founder and
entrepreneurial vision, promises a new market leader.”
Transaction Overview:
The transaction implies a pro forma equity value post-closing of
approximately $965 million. Estimated cash proceeds from the
transaction are expected to consist of Vahanna’s $204 million of
cash held in trust (assuming no redemptions) and prior to the
payment of transaction expenses. The proceeds of the transaction
are expected to fund Roadzen’s organic growth initiatives and
M&A strategy.
All of Roadzen’s existing shareholders are rolling 100% of their
equity into the combined company. Upon the closing of the
transaction, and assuming none of Vahanna’s public shareholders
elect to redeem their shares, existing Roadzen shareholders are
expected to own 73.2% of the combined company.
Completion of the proposed transaction is subject to customary
closing conditions, including the approval of Vahanna’s
shareholders and the satisfaction of a $50 million minimum cash
condition.
The boards of directors of each of Vahanna and Roadzen have
approved the transaction. The transaction will require the approval
of the shareholders of both Vahanna and Roadzen, and is subject to
other customary closing conditions, including the receipt of
certain regulatory approvals. The transaction is expected to close
during the second quarter of 2023.
Additional information about the proposed transaction, including
a copy of the merger agreement, will be provided in a Current
Report on Form 8-K that will be filed by Vahanna with the
Securities and Exchange Commission (the “SEC”) and will be
available at www.sec.gov.
Advisors
Winston & Strawn LLP is acting as legal counsel to Roadzen.
Mizuho Securities USA LLC (“Mizuho”) and Pi Capital LLC are acting
as financial advisors to Vahanna. Gibson, Dunn & Crutcher LLP
and DMD Advocates are acting as legal counsels to Vahanna. Sidley
Austin LLP is acting as legal counsel to Mizuho and Sheumack GMA is
acting as Fairness Opinion advisor to Vahanna’s board of
directors.
About Vahanna
Vahanna Tech Edge Acquisition I Corp. is a blank check company
incorporated on April 22, 2021, as a British Virgin Islands
business company formed for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
About Roadzen
Roadzen is a leading insurance technology company on a mission
to transform global auto insurance powered by advanced AI. At the
heart of Roadzen’s mission is its commitment to create
transparency, efficiency, and a seamless experience for the
millions of end customers who use its products through insurer,
OEM, and fleet (such as trucking, delivery, and commercial fleets)
partners. Roadzen seeks to accomplish this by combining computer
vision, telematics and AI with continually updated data sources to
provide a more efficient, effective and informed way of building
auto insurance products, processing claims and improving driver
safety. Roadzen has been recognized as a top innovator in the
insurtech space by Forbes and was recently awarded as the 2022 AI
company of the year by Financial Express (India).
Important Information About the Business Combination and
Where to Find It
Vahanna intends to file a registration statement on Form S-4
with the SEC, which will include a proxy statement/prospectus, that
will be both the proxy statement to be distributed to Vahanna’s
shareholders in connection with its solicitation of proxies for the
vote by Vahanna’s shareholders with respect to the business
combination and other matters as may be described in the
registration statement, as well as the prospectus, and relating to
the offer and sale of the securities to be issued in the business
combination. After the registration statement is declared
effective, Vahanna will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Vahanna’s shareholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about Roadzen, Vahanna and the business combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to shareholders of Vahanna 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 preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to Vahanna’s
secretary at 1230 Avenue of the Americas, 16th Floor, New York, NY
10020.
Participants in the Solicitation
Vahanna and its directors, executive officers, other members of
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Vahanna’s
shareholders in connection with the business combination. Investors
and security holders may obtain more detailed information regarding
the names and interests in the business combination of Vahanna’s
directors and officers in Vahanna’s filings with the SEC, including
Vahanna’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on March 31, 2022,
and such information and names of Roadzen’s directors and executive
officers will also be in the Registration Statement on Form S-4 to
be filed with the SEC by Vahanna, which will include the proxy
statement/prospectus of Vahanna for the business combination.
Shareholders can obtain copies of Vahanna’s filings with the SEC,
without charge, at the SEC’s website at www.sec.gov. Roadzen and
its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of Vahanna 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 business combination when available.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
Vahanna’s or Roadzen’s future financial or operating performance.
For example, statements regarding anticipated growth in the
industry in which Roadzen operates and anticipated growth in demand
for Roadzen’s services, projections of Roadzen’s future financial
results and other metrics, the satisfaction of closing conditions
to the proposed business combination and the timing of the
completion of the proposed business combination are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “pro forma”, “may”, “should”,
“could”, “might”, “plan”, “possible”, “project”, “strive”,
“budget”, “forecast”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which 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 Vahanna and its
management, and Roadzen and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of subsequent
definitive agreements with respect to the proposed business
combination; (ii) the outcome of any legal proceedings that may be
instituted against Vahanna, Roadzen, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; (iii) the inability to
complete the business combination due to the failure to obtain
approval of the shareholders of Vahanna or Roadzen; (iv) the
inability of Roadzen to satisfy other conditions to closing; (v)
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (vi) the ability to meet stock exchange
listing standards in connection with and following the consummation
of the proposed business combination; (vii) the risk that the
proposed business combination disrupts current plans and operations
of Roadzen as a result of the announcement and consummation of the
proposed business combination; (viii) the ability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, the ability
of the combined company to maintain relationships with customers,
suppliers, labor unions and other organizations that have a role in
the business of Roadzen and the ability of the combined company to
retain its management and key employees; (ix) costs related to the
business combination; (x) changes in applicable laws or
regulations, including those affecting the industries in which the
combined company will operate; (xi) the possibility that Roadzen or
the combined company may be adversely affected by other economic,
business, regulatory, and/or competitive factors; (xii) Roadzen’s
estimates of expenses and profitability; (xiii) the evolution of
the markets in which Roadzen competes; (xiv) the ability of Roadzen
to implement its strategic initiatives and continue to innovate its
existing offerings; (xv) the ability of Roadzen to satisfy
regulatory requirements; (xvi) the impact of the COVID-19 pandemic
on Roadzen’s and the combined company’s business; and (xvii) other
risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Vahanna’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on March 31, 2022,
and other risks and uncertainties indicated from time to time in
the definitive proxy statement to be delivered to Vahanna’s
shareholders and related registration statement on Form S-4,
including those set forth under “Risk Factors” therein, and other
documents to be filed with the SEC by Vahanna.
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 Vahanna nor
Roadzen undertakes any duty to update these forward-looking
statements.
No Offer or 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 does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Vahanna or Roadzen, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230213005546/en/
Investors: Roadzen: Raghav Kansal
(raghav@roadzen.io) Vahanna: Raahim Don
(raahim@vahanna.com) Media:
Name: Sanya Soni
Email: sanya@roadzen.io
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