NEW YORK, June 10, 2021 /PRNewswire/ -- Churchill
Capital Corp II ("Churchill II") (NYSE: CCX.U), a special purpose
acquisition company, today announced that in a special meeting held
today, its stockholders voted to approve its combination with
Software Luxembourg Holding S.A. ("Skillsoft"), a global leader in
digital learning and talent management solutions. Approximately
97.7% of the votes cast at the meeting, representing approximately
71.5% of Churchill II's outstanding shares, voted to approve the
business combination. In addition, at the extraordinary
general meeting of the shareholders of Skillsoft held today, its
shareholders voted to approve its merger with Churchill II.
The consummation of the business combination is expected to
occur tomorrow, June 11, 2021,
subject to the satisfaction or waiver of all other closing
conditions. Following the completion of this transaction, the
combined company expects to acquire Albert DE Holdings Inc.
("Global Knowledge"), a worldwide leader in IT and professional
skills development.
The combined company will be named Skillsoft Corp., and it is
anticipated that on June 14, 2021,
the ticker symbol of its Class A Common Stock will be changed to
"SKIL."
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.
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 II'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," "target,"
"goal" 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 II'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 II, 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 II, 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 II has filed or will file
from time to time with the SEC.
In addition to factors previously disclosed in Churchill II'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: 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 II, Skillsoft and Global
Knowledge; risks related to Churchill II'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 II's, Skillsoft's and Global
Knowledge's control. While all projections are necessarily
speculative, Churchill II, 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 II, 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 II and is not intended to form the basis
of an investment decision in Churchill II. All subsequent written
and oral forward-looking statements concerning Churchill II,
Skillsoft and Global Knowledge, the proposed transactions or other
matters and attributable to Churchill II, 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