Filed by Churchill Capital Corp II
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Churchill Capital Corp II
Commission File No. 001-38960
Date: June 2, 2021
EdTech Investor Prosus and Skillsoft Incoming
CEO to Discuss Merger with Churchill Capital II in Fireside Chat on Friday at 11AM ET
NEW YORK, June 2, 2021 – Churchill Capital Corp
II ("Churchill II" or “Company”) (NYSE: CCX), a public equity acquisition vehicle, today announced Jeff
Tarr, incoming CEO of Skillsoft, a global leader in digital learning and talent management solutions upon consummation of Skillsoft’s
pending business combination with Churchill II, and advisor to Churchill II, and Larry Illg, CEO of EdTech for Prosus, a global consumer
internet group and one of the largest technology investors in the world, will participate in a fireside chat webinar to discuss the pending
merger of Skillsoft, Global Knowledge Training LLC ("Global Knowledge") and Churchill II.
To register, CLICK HERE
The webinar will be hosted by IPO Edge and The
Palm Beach Hedge Fund Association on Friday, June 4 at 11am ET. IPO Edge Editor-in-Chief John Jannarone will moderate
the video session, which will last approximately 45 minutes and include a Q&A with the audience.
The pending combination of Skillsoft, the pioneer of digital learning,
and Global Knowledge, a worldwide leader in IT and professional skills, will create a leading global corporate digital learning company
with a comprehensive suite of content; customized learning journeys; accessible modalities, and an expanded course portfolio of next-generation,
on-demand and virtual content for enterprise learning.
Investment
Highlights
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High level of recurring revenue supported by a blue-chip enterprise customer base
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Opportunity for future margin expansion
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Favorable cash conversion attributes
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Competitive advantage in a dynamic and in-demand market
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Award-winning, proprietary immersive learning technology platform Percipio
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Tremendous reach, including serving approximately
70% of Fortune 1000 companies, customers in over 160 countries and more than
45 million learners globally
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Jeffrey R. Tarr, Skillsoft Incoming CEO
Jeffrey R. Tarr is an experienced public company CEO and director.
Over the last two decades, he has built three publicly traded, tech-enabled information companies into industry leaders. Mr. Tarr was
CEO, president and a director of DigitalGlobe, the world leader in satellite imagery and geospatial intelligence, from 2011 until the
sale of the company in 2017 to MDA (now Maxar Technologies). Prior to DigitalGlobe, he was President & COO of IHS (now IHS Markit)
and Chairman & CEO of the publicly-traded business information company, Hoover’s, Inc. (now a division of D&B). Mr. Tarr
currently serves on the board of EchoStar and is chairman emeritus of the Stanford Graduate School of Business Management Board. He also
serves on the board of DSST Public Schools, one of the leading open enrollment school systems in the United States. Mr. Tarr previously
served on the board of CEB (The Corporate Executive Board Company) until the sale of the company to Gartner in 2017. Mr. Tarr began his
career with Bain & Company. He received his undergraduate degree from Princeton University’s School of Public and International
Affairs and his MBA from the Stanford Graduate School of Business.
Larry Illg, CEO Prosus EdTech and Food
Larry Illg heads the EdTech and Food teams for Prosus ensuring
the company identifies opportunities for future growth in the sectors globally. Previously, he served as the CEO of Prosus Ventures, where
he led investments in food delivery, education, healthcare and more, as well as the CEO of PayU, the payments and fintech division of
Prosus. He joined Naspers in 2013 as the COO of eCommerce.
Before Naspers, Larry served as Vice President and General
Manager of New Ventures at Trulia, Inc. Prior to Trulia, Larry worked at eBay for eight years in varied roles within the classifieds
organization including GM, North America and Emerging Markets, GM of Scandinavia, COO of Classifieds, and Sr. Director, Strategy and New
Ventures for eBay, where he was an advisor to the President of eBay and senior executives managing eBay's e-commerce properties around
the world.
Prior to his work at eBay, Larry spent five years as a strategy
consultant, working primarily with some of the largest CPG companies in the world: Nestle, Pepsi, Mattel, and Levi's. He started his professional
career as an analyst at the Federal Reserve Board. He holds a Bachelor's degree in Economics and an MBA from the University of California,
Berkeley.
As filed in its registration statement on Form S-4/A on May 27, 2021,
Churchill II will hold a Special Meeting of its shareholders on June 10, 2021. Recently, Churchill II provided an update regarding Skillsoft
and Global Knowledge results, the outlook and the new Board of Directors, which can be found here.
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.
For more information, visit 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. For more information, visit www.skillsoft.com.
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. For more
information, visit www.globalknowledge.com.
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, API Holdings, 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 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 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, Churchill’s products and for cloud-based technology learning solutions in general; Churchill’s ability to compete
successfully in competitive markets and changes in the competitive environment in Churchill’s industry and the markets in which
Churchill operates; Churchill’s ability to develop new products; failure of Churchill’s information technology infrastructure
or any significant breach of security; future regulatory, judicial and legislative changes in Churchill’s industry; the impact of
natural disasters, public health crises, political crises, or other catastrophic events; Churchill’s ability to attract and retain
key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; Churchill’s ability
to protect or obtain intellectual property rights; Churchill’s ability to raise additional capital; the impact of Churchill’s
indebtedness on Churchill’s financial position and operating flexibility; and Churchill’s 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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