NEW YORK, May 28, 2021 /PRNewswire/ -- Churchill Capital
Corp II ("Churchill II") (NYSE: CCX.U), a special purpose
acquisition company, today announced that the U.S. Securities and
Exchange Commission ("SEC") has declared effective Churchill II's
registration statement on Form S-4 (as amended to the date hereof,
the "Registration Statement"). The Registration Statement includes
a proxy statement/prospectus for the special meeting of the
stockholders of Churchill II in connection with its pending
acquisition of Software Luxembourg Holding S.A. ("Skillsoft"), a
global leader in digital learning and talent management
solutions.
Churchill II has today commenced the mailing of the definitive
proxy statement/prospectus relating to the special meeting of
Churchill II's stockholders. The special meeting of stockholders
and vote to approve the business combination will be held on
June 10, 2021, at 11:00 a.m., Eastern Time, in virtual format at
https://www.cstproxy.com/churchillcapitalii/2021. The proxy
statement/prospectus is available in the Investor Resources section
of Churchill II's website, as well as on www.sec.gov.
Today's actions represent a significant step towards completing
Churchill II's pending acquisitions of Skillsoft and Albert DE
Holdings Inc. ("Global Knowledge"), a worldwide leader in IT and
professional skills development.
"We are pleased that the transaction with Skillsoft is moving
forward," said Patrick Kolek, Chief
Operating Officer of Prosus. "Prosus is excited to be partnering
with Skillsoft on transforming the future of workplace
learning."
Holders of Churchill II's common stock, as of the close of
business on the record date of April 28,
2021, are entitled to one vote for each share held by them
as of such record date at the special meeting.
The Churchill II Board of Directors unanimously recommends that
stockholders vote "FOR" the business combination proposal with
Skillsoft, as well as the other proposals set forth in the
definitive proxy statement/prospectus.
The closing of the merger with Skillsoft is currently expected
to occur on June 11, 2021, subject to
the results of the stockholder vote and the satisfaction or waiver
of all other closing conditions.
About Churchill Capital Corp II
Churchill Capital Corp II was 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.
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 a world leader in technology skills
training, supporting major enterprises and IT professionals with
innovative and flexible learning solutions and offering authorized
content from major technology providers. Global Knowledge delivers
training in multiple modalities, both on-demand and instructor-led
through virtual delivery and classrooms, blended formats and
customized on-site training, directly and through a worldwide
partner network.
About Prosus
Prosus is a global consumer internet group and one of the
largest technology investors in the world. Operating and investing
globally in markets with long-term growth potential, Prosus builds
leading consumer internet companies that empower people and enrich
communities.
The group is focused on building meaningful businesses in the
online classifieds, food delivery, payments and fintech, and
education technology sectors in markets including India, Russia
and Brazil. Through its ventures
team, Prosus invests in areas including health, logistics,
blockchain and social commerce. Prosus actively seeks new
opportunities to partner with exceptional entrepreneurs who are
using technology to improve people's everyday lives.
Every day, millions of people use the products and services of
companies that Prosus has invested in, acquired or built, including
Avito, Brainly, Bux, BYJU'S, Bykea, Codecademy, DappRadar, DeHaat,
dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay,
letgo, Meesho, Movile, Oda, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, Shipper,
SimilarWeb, Skillsoft, SoloLearn, Swiggy, Udemy and Wolt.
Today, Prosus companies and associates help improve the lives of
around a quarter of the world's population.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and
secondary listings on the Johannesburg Stock Exchange (XJSE:PRX)
and a2X Markets (PRX.AJ). Prosus is majority owned by Naspers.
For more information, please visit www.prosus.com.
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. The Registration Statement on
Form S-4 was declared effective on May 27,
2021 and the definitive proxy statement/prospectus was
mailed on or about May 28, 2021 to
stockholders of record on the close of business on April 28, 2021, the record date for the special
meeting. 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/A for the year ended
December 31, 2020, which is 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 definitive 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 the completion of the transactions, the
expected benefits of the transactions, other 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/A for the year ended December 31, 2020 under Risk Factors in Part I,
Item 1A and in the definitive proxy statement/prospectus 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.
Contacts
Churchill Capital Corp II
info@churchillcapitalcorp.com
Media
Lauren Odell / Max Dutcher
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp II