- AgileThought is a leading pure play provider of agile-first
software, end-to-end digital transformation and consulting services
to Fortune 1000 customers with diversity across end-markets and
industry verticals
- AgileThought delivers high-end software development at scale
under a uniquely competitive onshore and nearshore business model
that leverages talent from the U.S., Mexico and other Latin
American countries to serve U.S. corporations
- The business combination between AgileThought and LIV Capital
Acquisition Corp. (“LIVK”) (the “Transaction”) values the combined
company at a proforma enterprise value of approximately $482
million and is expected to provide approximately $124 million in
primary gross proceeds to AgileThought, including $81 million of
cash held in LIVK’s trust account (assuming no redemptions in
connection with the Transaction), and a fully committed $43 million
investment by PIPE investors and LIV Capital at $10.00 per share.
The fully committed investment will, at funding, satisfy the
minimum cash requirement to close the Transaction
- The Transaction will enhance AgileThought’s position at the
forefront of the more than $750 billion digital transformation
services market in the U.S., offering one of a kind, agile software
development capabilities with onshore and nearshore delivery
- The Transaction is expected to close in the third quarter of
2021 subject to LIVK’s shareholders approval and other customary
conditions. Following the closing of the Transaction, the combined
company will remain listed on Nasdaq under the new ticker symbol
AGIL
- AgileThought and LIVK will host a joint investor conference
call to discuss the details of the proposed Transaction on May 10,
2021 at 11:00 AM EST. To access the conference call, please visit
https://www.agilethought.com or https://livcapitalspac.mx, or
use dial-in 1-877-407-9039 (U.S.) or 1-201-689-8470 (International)
and enter passcode 13719742.
AgileThought, Inc. (“AgileThought” or the “Company”), a leading
provider of digital transformation and consulting services
solutions, and LIVK (Nasdaq: LIVK), a special purpose acquisition
company, today announced that they have entered into a definitive
business combination agreement. Upon the closing of this
Transaction, the combined company will operate as AgileThought,
Inc. and will remain listed on Nasdaq under the new ticker symbol
“AGIL” with an anticipated market capitalization of approximately
$491 million.
“This announcement is another key milestone for AgileThought as
we continue our mission to fundamentally change the way people,
organizations and companies view, approach and deliver software
projects to support their digital transformation initiatives,” said
Manuel Senderos, Chairman and Chief Executive Officer of
AgileThought. “This Transaction will significantly strengthen
AgileThought’s balance sheet and provide us the ability to capture
the substantial market opportunity for growth. I am delighted to
partner with LIV Capital in AgileThought’s new chapter. I would
like to thank all those involved in making this Transaction a
success, including (i) our existing institutional investors, Nexxus
Capital, a leading alternative asset manager in Mexico, and Mexico
Credit Opportunities Fund II, an investment vehicle managed by
Credit Suisse Asset Management Mexico, who have contributed to the
Company’s growth; (ii) our new investors; and (iii) the entire
AgileThought team.”
“We are excited to partner with Manuel, AgileThought’s
shareholders and the exceptional team at AgileThought. AgileThought
perfectly embodies the platform and company we have sought to merge
with our inaugural SPAC vehicle. LIV Capital has been backing
successful company leaders with private equity for many years and
we are proud to partner with AgileThought to make our first public
market transaction. AgileThought is a great example of the
synergistic opportunities that can achieved in the digital
transformation sector between Mexico and the United States,” said
Alex Rossi, Chairman and Chief Executive Officer of LIVK. “We look
forward to supporting AgileThought’s growth strategy as a
Nasdaq-listed public company.”
Company Overview
AgileThought is a pure play leading provider of agile-first
software at scale, end-to-end digital transformation and consulting
services to Fortune 1000 customers with diversity across
end-markets and industry verticals.
For over 20 years, Fortune 1000 companies have trusted us to
solve their digital challenges and optimize mission-critical
systems to drive business value. Our solution architects,
developers, data scientists, engineers, transformation consultants,
automation specialists, and other experts located across the United
States and across Latin America deliver next-generation software
solutions that accelerate the transition to digital platforms
across business processes.
AgileThought’s management team is led by Founder, Chairman, and
Chief Executive Officer, Manuel Senderos; Chief Revenue Officer,
Kevin Johnston; Chief Operating Officer, Federico Tagliani; Chief
Information Officer, Clare Deboef; and Jorge Pliego, Chief
Financial Officer.
AgileThought Investment Highlights
- $750 billion plus digital transformation services addressable
market (as per Gartner estimates for 2022) with a long runway for
growth
- Pure-play digital transformation provider across the entire
client lifecycle
- Unique Agile / DevOps capabilities with Americas onshore and
nearshore service delivery
- Culture of excellence drives strong talent acquisition and
retention
- Proven business model with solid operating margins, cash flow
generation, and substantial organic and inorganic growth
opportunities
For more information, visit www.agilethought.com or call
1-877-514-9180.
Key Transaction Terms
The Transaction values the combined company at a proforma
enterprise value of approximately $482 million, resulting in an
implied enterprise value to revenue multiple of 2.6x 2021 and 2.0x
2022 estimated revenue of $184 million and $240 million,
respectively.
The Transaction is expected to deliver approximately $124
million primary gross proceeds, including $81 million of cash held
in LIVK’s trust account (assuming no redemptions in connection with
the Transaction), and a fully committed $43 million investment by
PIPE investors and LIV Capital at $10.00 per share. The fully
committed investment will, at funding, satisfy the minimum cash
requirement to close the Transaction.
In connection with the Transaction, the lenders under
AgileThought’s second lien credit facility have agreed to convert
approximately $38 million of principal and accrued interest
outstanding under that facility into shares of Class A common stock
of the combined company immediately prior to the closing of the
Transaction, subject to customary conditions.
All Transaction proceeds, after payment of expenses related to
the Transaction, will be used to repay AgileThought first lien
credit facility of approximately $97 million currently outstanding,
until any additional repayments would result in AgileThought’s
cash, plus any LIVK working capital funds, being less than $15
million, with any proceeds remaining after those uses being
available for the combined company’s general corporate
purposes.
Existing AgileThought shareholders (including the lenders under
AgileThought’s convertible second lien credit facility, after
giving effect to the conversion) will rollover 100% of their equity
stake and will remain majority owners of the combined company with
approximately 70.7% of the combined company’s issued and
outstanding shares of Class A common stock at closing, assuming no
public shareholders of LIVK exercise their redemption rights.
LIVK’s public shareholders and PIPE investors will own
approximately 25.2%, and LIVK’s sponsor will own approximately 4.1%
of the issued and outstanding shares of Class A common stock of the
combined company at closing.
AgileThought's management team will continue to lead the
combined company following the transaction. Manuel Senderos will
serve as Chairman and CEO of the combined company and Alex Rossi
will become a director of the combined company's Board of
Directors.
The Transaction, which was unanimously approved by the boards of
directors of both AgileThought and LIVK, is subject to approval by
LIVK’s shareholders, the conversion under AgileThought’s second
lien credit facility having occurred and other customary closing
conditions. The Transaction is expected to close in the third
quarter of 2021.
A more detailed description of the Transaction terms and a copy
of the Agreement and Plan of Merger will be included in a current
report on Form 8-K to be filed by LIVK with the United States
Securities and Exchange Commission (“SEC”). LIVK will file a
registration statement on Form S-4 (which will contain a proxy
statement/prospectus) with the SEC in connection with the
Transaction.
Advisors
EarlyBirdCapital, Inc. acted as financial and capital markets
advisor to LIVK. Davis Polk & Wardwell LLP is serving as legal
counsel to LIVK.
William Blair is serving as capital markets advisor to
AgileThought. Cooley LLP is serving as legal counsel to
AgileThought.
About LIV Capital Acquisition Corp.
LIV Capital Acquisition Corp. (“LIVK”) is a blank check company
formed in 2019 for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities. LIVK intends to leverage its team’s
collective managerial, operational, financial and transactional
expertise to undertake a business combination with a company with
competitive advantages to emerge as a leading public company.
LIV Capital Acquisition Corp. Sponsor is an affiliate of LIV
Capital, a private equity firm founded in 2000 in order to make
equity investments in high- growth businesses in Mexico or with a
significant presence in that country. LIV Capital has a deep
history of successfully realizing returns on equity investments in
a range of Mexican sectors and companies and investing in various
phases of growth and maturity. Throughout its more than twenty
years, LIV Capital has raised and managed six investment funds.
Alexander R. Rossi, Humberto Zesati, and Miguel Ángel Dávila have
substantial experience and expertise in the Mexican corporate
market where they have served as investors, operators,
administrators and advisors.
Investor Conference Call
AgileThought and LIVK will host an investor conference call to
discuss the Transaction at 11:00 AM Eastern Time on May 10, 2021.
Those who would like to participate may dial 1-877-407-9039 (U.S.)
or 1-201-689-8470 (International) and enter passcode 13719742. A
live webcast of the call and any accompanying materials will also
be available at https://www.agilethought.com and LIVK at
https://livcapitalspac.mx. LIVK will also file the presentation
with the SEC in a Current Report on Form 8-K, which will be
accessible at www.sec.gov.
Forward Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics and the combined company’s value, projections
of market opportunity and sales pipeline, projections regarding
clients and maintaining and growing client relationships, potential
future business expansion opportunities and growth strategies,
AgileThought’s cash resources, sources of cash and indebtedness,
AgileThought’s ability to source and retain talent, the potential
benefits and commercial attractiveness to its clients of
AgileThought’s services, AgileThought’s business model, potential
results and benefits of the proposed business combination, and
expectations related to the terms and timing of the proposed
business combination. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of AgileThought’s and LIVK’s management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of AgileThought and LIVK. These forward-looking
statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the
parties to successfully or timely consummate the proposed business
combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business
combination or that the approval of the shareholders of LIVK or
AgileThought is not obtained; AgileThought’s ability to execute on
its business model, potential business expansion opportunities and
growth strategies, retain and expand clients’ use of its services
and attract new clients, and source and maintain talent; risks
relating to AgileThought’s sources of cash and cash resources;
failure to realize the anticipated benefits of the proposed
business combination; risks relating to the uncertainty of the
projected financial information with respect to AgileThought;
AgileThought’s ability to manage future growth; the effects of
competition on AgileThought’s future business; the amount of
redemption requests made by LIVK’s public shareholders; the ability
of LIVK or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future; the outcome of any potential litigation, government
and regulatory proceedings, investigations and inquiries; and those
factors discussed in LIVK’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 under the heading “Risk
Factors” filed with the Securities and Exchange Commission (“SEC”)
on March 30, 2021 and other documents of LIVK filed, or to be
filed, with the SEC. If any of these risks materialize or any of
AgileThought’s or LIVK’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither LIVK nor AgileThought presently know or that LIVK and
AgileThought currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect LIVK’s and AgileThought’s expectations, plans or forecasts
of future events and views as of the date of this communication.
LIVK and AgileThought anticipate that subsequent events and
developments will cause LIVK’s and AgileThought’s assessments to
change. However, while LIVK and AgileThought may elect to update
these forward-looking statements at some point in the future, LIVK
and AgileThought specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing LIVK’s and AgileThought’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Use of Projections
This communication contains projected financial information with
respect to AgileThought, namely revenue for 2021 and 2022. Such
projected financial information constitutes forward-looking
information, and is for illustrative purposes only and should not
be relied upon as necessarily being indicative of future results.
The assumptions and estimates underlying such projected financial
information are inherently uncertain and are subject to a wide
variety of significant business, economic, competitive and other
risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective financial
information. See “Forward-Looking Statements” above. Actual results
may differ materially from the results contemplated by the
projected financial information contained in this communication,
and the inclusion of such information in this communication should
not be regarded as a representation by any person that the results
reflected in such projections will be achieved. Neither the
independent auditors of LIVK nor the independent registered public
accounting firm of AgileThought audited, reviewed, compiled, or
performed any procedures with respect to the projections for the
purpose of their inclusion in this communication, and accordingly,
neither of them expressed an opinion or provided any other form of
assurance with respect thereto for the purpose of this
communication.
Additional Information About the Proposed Business
Combination and Where To Find It
The proposed business combination will be submitted to
shareholders of LIVK for their consideration. LIVK intends to file
a registration statement on Form S-4 (the “Registration Statement”)
with the SEC which will include preliminary and definitive proxy
statements to be distributed to LIVK’s shareholders in connection
with LIVK’s solicitation for proxies for the vote by LIVK’s
shareholders in connection with the proposed business combination
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to AgileThought’s shareholders in connection with the
completion of the proposed business combination. After the
Registration Statement has been filed and declared effective, LIVK
will mail a definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on
the proposed business combination. LIVK's shareholders and other
interested persons are advised to read, once available, the
preliminary proxy statement / prospectus and any amendments thereto
and, once available, the definitive proxy statement / prospectus,
in connection with LIVK's solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed business combination, because these documents will
contain important information about LIVK, AgileThought and the
proposed business combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed business combination and other documents filed with the
SEC by LIVK, without charge, at the SEC's website located at
www.sec.gov or by directing a request to Torre Virreyes, Pedregal
No. 24, Piso 6-601, Col. Molino del Rey México, CDMX, 11040.
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 OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
LIVK, AgileThought and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from LIVK’s shareholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of LIVK’s shareholders in connection with the proposed
business combination will be set forth in LIVK’s proxy statement /
prospectus when it is filed with the SEC. You can find more
information about LIVK’s directors and executive officers in LIVK’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020 filed with the SEC on March 30, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement / prospectus when it becomes available.
Shareholders, potential investors and other interested persons
should read the proxy statement / prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
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 securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Industry and Market Data; Trademarks
Industry and market data used in this communication have been
obtained from third-party industry publications and sources as well
as from research reports prepared for other purposes. Neither
AgileThought nor LIVK has independently verified the data obtained
from these sources and cannot assure you of the data’s accuracy or
completeness. This data is subject to change.
This communication contains trademarks, service marks, trade
names and copyrights of AgileThought, LIVK and other companies,
which are the property of their respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20210510005242/en/
AgileThought Investor Relations Contact: Olga Shinkaruk
Vice President, Investor Relations +9725011441
investorrelations@agilethought.com
LIVK Contact: Alexander R. Rossi Chairman and CEO LIV
Capital Acquisition Corp. arossi@livcapital.mx
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