NEW YORK, March 3, 2021 /PRNewswire/ -- Churchill
Capital Corp II, ("Churchill II") (NYSE:CCX), a special purpose
acquisition company which has entered into a definitive agreement
to merge with Software Luxembourg Holding S.A. ("Skillsoft"), a
global leader in digital learning and talent management solutions,
and a definitive agreement to acquire Global Knowledge Training LLC
("Global Knowledge"), a worldwide leader in IT and professional
skills development, following its acquisition of Skillsoft, is
pleased to announce that it has posted a webcast of its analyst day
presentation.
The webcast will be available on the Churchill II website here,
as well as the Skillsoft Investor Relations website here. The
webcast will remain on the page for future viewings.
Skillsoft remains on track to complete its previously announced
business combination with Churchill Capital Corp II in the second
quarter of 2021.The combined company is expected to be listed on
the New York Stock Exchange under the ticker symbol "SKIL."
About Churchill Capital Corp II
Churchill Capital Corp II is a special purpose acquisition
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. Churchill
II was founded by Michael Klein, who is also the founder and
managing partner of M. Klein and Company. The Company
raised $690 million in its IPO in June 2019 and
is listed on the New York Stock Exchange (NYSE:CCX). For more
information, visit https://churchillcapitalcorp.com/
About Skillsoft
Skillsoft delivers digital learning, training, and talent
solutions to help organizations unleash their edge. Leveraging
immersive, engaging content, Skillsoft enables organizations to
unlock the potential in their best assets — their people — and
build teams with the skills they need for success. Empowering 45
million learners and counting, Skillsoft democratizes learning
through an intelligent learning experience and a customized,
learner-centric approach to skills development with resources for
Leadership Development, Business Skills, Technology and Developer,
Digital Transformation, and Compliance.
About Global Knowledge
Global Knowledge is the world's leading technology skills
training provider, supporting major enterprises and tech
professionals with innovative and flexible learning solutions,
Anytime, Anyplace, and Anyhow. Global Knowledge equips individuals
and organizations for success with the broadest and deepest
portfolio of IT training solutions available and consistently
providing the most relevant content and best customer experience
possible. Established in 1995, Global Knowledge delivers over one
million separate courses every year, to over 200,000 technology
professionals.
Students build the skills they need from the foundational level,
through internationally recognized certifications to deep
specialist expertise with the support of an industry leading team
of instructors, and an extensive tech skills digital library.
Building on a strong foundation of the world's best classroom based
IT instruction, Global Knowledge has also become a leading digital
provider delivering digital on-demand content and live instructor
led training through virtual classrooms.
Global Knowledge has the unique flexibility to deliver training
in all formats, including digital, virtual and physical classrooms,
blended formats and customized on-site training, both directly and
through a worldwide partner network.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving Churchill and Skillsoft. Churchill has
filed a registration statement on Form S-4 with the SEC, which
includes a proxy statement of Churchill and a prospectus of
Churchill, and Churchill will file other documents regarding the
proposed transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to the stockholders of
Churchill and Skillsoft, seeking any required stockholder approval.
Before making any voting or investment decision, investors and
security holders of Churchill and Skillsoft are urged to carefully
read the entire registration statement and proxy
statement/prospectus and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they contain important information about the
proposed transaction. The documents filed by Churchill with the SEC
may be obtained free of charge at the SEC's website at www.sec.gov.
In addition, the documents filed by Churchill may be obtained free
of charge from Churchill at www.churchillcapitalcorp.com.
Alternatively, these documents, when available, can be obtained
free of charge from Churchill upon written request to Churchill
Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary, or
by calling (212) 380-7500.
Churchill, Skillsoft and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Churchill,
in favor of the approval of the merger. Information regarding
Churchill's directors and executive officers is contained in
Churchill's Annual Report on Form 10-K for the year ended
December 31, 2019 and its Quarterly
Report on Form 10-Q for the quarterly periods ended March 31, 2020, June 30,
2020 and September 30, 2020,
which are filed with the SEC. Additional information regarding the
interests of those participants, the directors and executive
officers of Skillsoft and other persons who may be deemed
participants in the transaction may be obtained by reading the
registration statement and the proxy statement/prospectus and other
relevant documents filed with the SEC. Free copies of these
documents may be obtained as described in the preceding
paragraph.
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 any 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 other
jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Churchill's, Skillsoft's and Global
Knowledge's expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning our possible or assumed future actions,
business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by or include the words "believes," "estimates,"
"expects," "projects," "forecasts," "may," "will," "should,"
"seeks," "plans," "scheduled," "anticipates" or "intends" or
similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
Churchill's Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I,
Item 1A and in the registration statement on Form S-4 discussed
above. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are expressed in good
faith, and Churchill, Skillsoft and Global Knowledge believe there
is a reasonable basis for them. However, there can be no assurance
that the events, results or trends identified in these
forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and none of Churchill, Skillsoft or Global Knowledge is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the reports, which Churchill has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Churchill's
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: ability to meet the closing conditions
to the Skillsoft Merger, including approval by stockholders of
Churchill and Skillsoft, and the Global Knowledge Merger on the
expected terms and schedule and the risk that regulatory approvals
required for the Skillsoft Merger and the Global Knowledge Merger
are not obtained or are obtained subject to conditions that are not
anticipated; delay in closing the Skillsoft Merger and the Global
Knowledge Merger; failure to realize the benefits expected from the
proposed transactions; the effects of pending and future
legislation; risks related to disruption of management time from
ongoing business operations due to the proposed transactions;
business disruption following the transactions; risks related to
the impact of the COVID-19 pandemic on the financial condition and
results of operations of Churchill, Skillsoft and Global Knowledge;
risks related to Churchill's, Skillsoft's or Global Knowledge's
indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory
actions and reforms; demand for, and acceptance of, our products
and for cloud-based technology learning solutions in general; our
ability to compete successfully in competitive markets and changes
in the competitive environment in our industry and the markets in
which we operate; our ability to develop new products; failure of
our information technology infrastructure or any significant breach
of security; future regulatory, judicial and legislative changes in
our industry; the impact of natural disasters, public health
crises, political crises, or other catastrophic events; our ability
to attract and retain key employees and qualified technical and
sales personnel; fluctuations in foreign currency exchange rates;
our ability to protect or obtain intellectual property rights; our
ability to raise additional capital; the impact of our indebtedness
on our financial position and operating flexibility; and our
ability to successfully defend ourselves in legal
proceedings.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Churchill's, Skillsoft's and Global
Knowledge's control. While all projections are necessarily
speculative, Churchill, Skillsoft and Global Knowledge believe that
the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that
Churchill, Skillsoft and Global Knowledge, or their
representatives, considered or consider the projections to be a
reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Churchill and is not intended to form the basis of
an investment decision in Churchill. All subsequent written and
oral forward-looking statements concerning Churchill, Skillsoft and
Global Knowledge, the proposed transactions or other matters and
attributable to Churchill, Skillsoft and Global Knowledge or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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SOURCE Churchill Capital Corp II