NEW YORK, June 2, 2021 /PRNewswire/ -- 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
- High level of recurring revenue supported by a blue-chip
enterprise customer base
- Opportunity for future margin expansion
- Favorable cash conversion attributes
- Competitive advantage in a dynamic and in-demand market
- Award-winning, proprietary immersive learning technology
platform Percipio
- Tremendous reach, including serving approximately 70% of
Fortune 1000 companies, customers in over 160 countries and more
than 45 million learners globally
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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