Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS)
(“Dragoneer”), a publicly traded special purpose acquisition
company, today announced that its shareholders approved the
previously-announced business combination with Cvent, Inc. at an
extraordinary general meeting of Dragoneer’s shareholders (the
"Special Meeting") held today.
Dragoneer plans to file the results of the Special Meeting on a
Form 8-K with the U.S. Securities and Exchange Commission
today.
The business combination is expected to close on December 8,
2021. Upon closing, post-combination Cvent’s common stock is
expected to be listed on Nasdaq under the ticker symbol “CVT.”
As previously disclosed, the deadline for shareholders to
withdraw their redemption requests was extended to 5:00 p.m. ET on
December 7, 2021. Any shareholder wishing to withdraw a redemption
request may do so by contacting Dragoneer’s transfer agent,
Continental Stock Transfer & Trust Company, at the email
address listed below:
mzimkind@continentalstock.com
About Dragoneer Growth Opportunities Corp. II
Dragoneer Growth Opportunities Corp. II is a blank check company
formed by an affiliate of Dragoneer Investment Group. Dragoneer
Investment Group is a growth-oriented investment firm with over $21
billion in long-duration capital from many of the world’s leading
endowments, foundations, sovereign wealth funds, and family
offices. The firm has a history of partnering with management teams
growing exceptional companies characterized by sustainable
differentiation and superior economic models. The firm’s track
record includes public and private investments across industries
and geographies, with a particular focus on technology-enabled
businesses. Dragoneer has been an investor in companies such as
Airbnb, Alibaba, Atlassian, AppFolio, Bytedance, Ceridian, Chime,
Datadog, Doordash, Duck Creek, PointClickCare, Procore, Slack,
Samsara, ServiceTitan, Snowflake, Spotify, Uber, UiPath and
others.
About Cvent
Cvent is a leading meetings, events, and hospitality technology
provider with more than 4,000 employees and 21,000 customers
worldwide. Founded in 1999, the company delivers a comprehensive
event marketing and management platform and offers a global
marketplace where event professionals collaborate with venues to
create engaging, impactful experiences. Cvent is headquartered in
Tysons, Virginia, just outside of Washington D.C., and has
additional offices around the world to support its growing global
customer base. The comprehensive Cvent event marketing and
management platform offers software solutions to event organizers
and marketers for online event registration, venue selection, event
marketing and management, virtual and onsite solutions, and
attendee engagement. Cvent’s suite of products automate and
simplify the entire event management process and maximize the
impact of in-person, virtual, and hybrid events. Hotels and venues
use Cvent’s supplier and venue solutions to win more group and
corporate travel business through Cvent’s sourcing platforms. Cvent
solutions optimize the entire event management value chain and have
enabled clients around the world to manage millions of meetings and
events. For more information, please visit Cvent.com, or connect
with us on Facebook, Twitter or LinkedIn.
Additional Information
In connection with the Business Combination, Dragoneer has filed
with the Securities and Exchange Commission (“SEC”) a Registration
Statement on Form S-4 (the “Registration Statement”), which
includes a preliminary prospectus and preliminary proxy statement.
Dragoneer has mailed a definitive proxy statement/final prospectus
and other relevant documents to its shareholders. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/final prospectus or any other
document that Dragoneer has sent to its shareholders in connection
with the Business Combination. The information filed by Dragoneer
contains substantially more information about Cvent than is being
furnished with this communication and may contain information that
an investor will consider important in making a decision regarding
an investment in Dragoneer securities. INVESTORS AND SECURITY
HOLDERS OF DRAGONEER ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF
PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS
WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION
STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH SUCH SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS
COMBINATION. The definitive proxy statement/final prospectus has
been mailed to shareholders of Dragoneer as of the record date of
October 29, 2021 for voting on the Business Combination.
Shareholders are also able to obtain copies of the proxy
statement/prospectus, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: Dragoneer Growth
Opportunities Corp. II, One Letterman Drive, Building D, Suite
M500, San Francisco, California, 94129.
Participants in the Solicitation
Dragoneer, Cvent and certain of their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Dragoneer’s shareholders in connection
with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER
INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED
INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN
ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS
QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31,
2021, JUNE 30, 2021 AND SEPTEMBER 30, 2021, WHICH WERE FILED WITH
THE SEC ON JUNE 21, 2021, AUGUST 16, 2021 AND NOVEMBER 15, 2021,
RESPECTIVELY. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC
RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO
DRAGONEER’S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED
TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING
ARE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS
COMBINATION. Investors and Dragoneer’s shareholders may obtain more
detailed information regarding the names and interests in the
Business Combination of Dragoneer’s directors and officers in
Dragoneer’s filings with the SEC, including the Registration
Statement filed with the SEC by Dragoneer, which includes the proxy
statement of Dragoneer for the Business Combination, and such
information and names of Cvent’s directors and executive officers
are also in the Registration Statement filed with the SEC by
Dragoneer, which includes the proxy statement of Dragoneer for the
Business Combination.
Forward Looking Statements
This communication contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. We caution you that these statements are based on a
combination of facts and factors currently known by us and our
projections of the future, which are subject to a number of risks.
Forward-looking statements in this communication include, but are
not limited to, statements regarding future events, such as the
proposed Business Combination between Dragoneer and Cvent,
including the timing and structure of the transaction, the
likelihood and ability of the parties to successfully consummate
the Business Combination, the PIPE and the Forward Purchase
Agreement, the amount of funds available in the trust account as a
result of shareholder redemptions or otherwise, as well as
statements about the composition of the board of directors of the
company. We cannot assure you that the forward-looking statements
in this communication will prove to be accurate. These forward
looking statements are subject to a number of risks and
uncertainties, including, among others, the general economic,
political, business and competitive conditions; the inability of
the parties to consummate the Business Combination or the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement
or any related agreements or could otherwise cause the transaction
to fail to close; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
Business Combination and the transactions contemplated by the
Business Combination; the ability of existing investors to redeem
the ability to complete the Business Combination due to the failure
to obtain approval from Dragoneer’s shareholders, or the risk that
the approval of the shareholders of Dragoneer for the potential
transaction is otherwise not obtained; the failure to satisfy other
closing conditions in the Business Combination Agreement or
otherwise, the occurrence of any event that could give rise to the
termination of the Business Combination Agreement; the failure to
obtain financing to complete the Business Combination, including to
consummate the PIPE or the transactions contemplated by the Forward
Purchase Agreement; the ability to recognize the anticipated
benefits of the Business Combination; the impact of COVID-19 on
Cvent’s business and/or the ability of the parties to complete the
Business Combination; the receipt of an unsolicited offer from
another party for an alternative business transaction that could
interfere with the Business Combination; 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; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating
the businesses of Dragoneer and Cvent; the risk that the Business
Combination disrupts current plans and operations of Dragoneer or
Cvent as a result of the announcement and consummation of the
Business Combination; the ability of the Company to grow and manage
growth profitably and retain its key employees; the inability to
obtain or maintain the listing of the post-acquisition company’s
securities on Nasdaq following the Business Combination; changes in
applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory
approvals required to complete the Business Combination; costs
related to the Business Combination; and other risks and
uncertainties, including those to be included under the header
“Risk Factors” in the registration statement on Form S-4 filed by
Dragoneer with the SEC, those included under the header “Risk
Factors” in the final prospectus of Dragoneer related to its
initial public offering and those under the heading “Summary Risk
Factors” in the investor presentation filed as Exhibit 99.3 to
Dragoneer’s Current Report on Form 8-K filed on July 23, 2021.
Furthermore, if the forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In addition, you are
cautioned that past performance may not be indicative of future
results. In light of the significant uncertainties in these
forward-looking statements, you should not rely on these statements
in making an investment decision or regard these statements as a
representation or warranty by us or any other person that we will
achieve our objectives and plans in any specified time frame, or at
all. The forward-looking statements in this communication represent
our views as of the date of this communication. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking
statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to
the date of this communication.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211207005738/en/
Investor Relations CventIR@icrinc.com (646) 277-1219
Media Relations Erica Stoltenberg, Cvent
estoltenberg@cvent.com (571) 378-6240
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