GigCapital, Inc. (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS)
(“GigCapital”), a Technology, Media and Telecom (TMT)
Private-to-Public Equity (PPE)™ corporation, previously announced
that it will hold a special meeting of stockholders (the “Special
Meeting”) on June 5, 2019, at 10:00 a.m., local time, at the office
of GigCapital, located at 2479 E. Bayshore Rd., Suite 200, Palo
Alto, California 94303, to vote on a proposal to amend (the
“Charter Amendment”) the Company’s amended and restated certificate
of incorporation to extend the date (the “Extension”) by which the
Company has to consummate its business combination with Kaleyra
S.p.A. (“Kaleyra”) for an additional six months, from June 12, 2019
to December 12, 2019 (the “Extended Date”).
GigCapital today announced that if the stockholders approve the
Charter Amendment, GigAcquisitions, LLC (the “Sponsor”) and the
other founders of GigCapital (the “Founders”) collectively have
agreed to contribute to GigCapital as a loan $240,000 for each
calendar month, or portion thereof, that is needed by GigCapital to
complete the business combination with Kaleyra (each, a
“Contribution”). The Contributions are conditional upon the
implementation of the Extension. The Contributions will not occur
if the Charter Amendment is not approved or the Extension is not
completed for any reason. The Contributions will be deposited into
the trust account established in connection with GigCapital’s
initial public offering (the “Trust Account”). As a result, the
amount in the Trust Account following a Contribution for redemption
of shares of GigCapital’s common stock issued in its initial public
offering (each, a “Public Share”) that are not redeemed in
connection with the stockholder vote to approve the Extension, will
be increased. The amount of the Contributions will not bear
interest and will be repayable by GigCapital upon consummation of
the business combination with Kaleyra.
If the Extension is implemented, the Sponsor and Founders will
make the first Contribution on or before June 12, 2019. GigCapital
will announce by the end of each calendar month whether there will
be a subsequent Contribution made, and any subsequent Contributions
will be made on or before the tenth of a subsequent month. The
Sponsor will have the sole discretion to determine whether to
continue extending for additional months until the Extended Date,
and if the Sponsor determines not to continue extending for
additional months, the obligation of the Sponsor and Founders to
make additional Contributions will terminate and GigCapital will
dissolve and liquidate in accordance with its amended and restated
certificate of incorporation.
As previously stated by GigCapital in its proxy statement for
the Special Meeting, the sole purpose of the Charter Amendment is
to allow Kaleyra sufficient time to prepare the required financial
statements needed before GigCapital can seek stockholder approval
of the business combination with Kaleyra. Kalerya has been
diligently working to prepare those financial statements, and
GigCapital anticipates being able to move forward with the
consummation of the business combination on the timeline previously
announced when the parties announced the transaction. Kaleyra has
provided GigCapital with the following unaudited pro forma
consolidated financial information for fiscal years 2017 and 2018,
and consolidated financial information for its first fiscal quarter
of 2019, all based on U.S. GAAP, as approved by the Kaleyra board
of directors:
2017 – Revenues -- $77.6 million Adjusted EBITDA -- $4.3 million
2018 – Revenues -- $98.5 million Adjusted EBITDA -- $7.4
million Q1 2019 – Revenues -- $27.7 million (up more than 35% from
Q1 2018 pro forma revenues of $20.4 million)
Kaleyra is in the process of finalizing its consolidated
financial information for its first fiscal quarter of 2019 based on
U.S. GAAP as one of its final steps of preparing financial
statements for inclusion in the proxy statement being prepared for
approval by the GigCapital stockholders of the business
combination, and when completed and filed as part of that proxy
statement, further disclosure will be made regarding expenses, net
income and Adjusted EBITDA for the first fiscal quarter of
2019.
Reaffirmation of 2019 Outlook
Kaleyra management reaffirms its outlook on U.S. GAAP revenue
and Adjusted EBITDA for the full-year 2019 as previously set forth
using Italian GAAP in the investor presentation related to the
business combination with GigCapital filed with the Securities and
Exchange Commission (SEC) on February 26, 2019. This guidance is
subject to the risks and uncertainties described in the
“Forward-Looking Statements” below.
“We are very pleased to provide this initial presentation of our
financial performance to the public and GigCapital’s stockholders.
The preliminary consolidated and pro forma results that we are
reporting today for fiscal year 2018, which includes strong annual
revenue growth of nearly 30% from the prior fiscal year to
approximately $100 million and accelerating Adjusted EBITDA, as
well as growth of approximately 35% for the first quarter of 2019
from the first quarter year ago to more than $27 million,
demonstrates the strength of our business and financial model,”
said Mr. Dario Calogero, Kaleyra’s Founder and current Chairman of
the Board and Chief Executive Officer. “We believe Kaleyra’s future
is bright. We move in a high growth market space at the
intersection between enterprise interactive services and mobile
users, where our platform is increasingly supporting thousands of
enterprises to smoothly interact with their consumers, using their
mobile devices, taking advantage of our omnichannel communication
platform worldwide. The pending combination with GigCapital will
serve as a catalyst for the next phase of growth within the rapidly
expanding Cloud Communications for Enterprises market. GigCapital’s
powerful leadership team of successful corporate executives with
extensive technology public-market operational and entrepreneurial
expertise, along with a deep bench of industry experts at their
disposal, are already helping shape our future as we prepare to
become a publicly traded company. I look forward to sharing our
story with the investment community going forward.”
“I want to congratulate Dario and his team for their swift
completion of the preparation of the U.S. GAAP compliant results.
We know this was a challenging assignment given the many
international acquisitions the company has made in recent years and
the stringent reporting requirements under U.S. GAAP. Their ability
to present this preliminary information to investors in a short
time period should give the market confidence that their team is
fully prepared to move forward as a U.S. GAAP compliant publicly
listed company,” said Dr. Avi Katz, Founder, Executive Chairman of
the Board, and Chief Executive Officer of GigCapital, Inc. and Sole
Manager of GigAcquisitions, LLC. “Once this combination is approved
by GigCapital’s stockholders, which we believe will happen in just
a few months, Kaleyra will have a stronger financial structure to
achieve its growth objectives. Furthermore, the combination is a
testament to the GigCapital team’s unique Private-to-Public Equity
(PPE)™ and Mentor-Investor™ platforms, which the GigCapital Group
plans to quickly replicate through new PPE enterprises as it looks
to partner with the many late-stage growth technology companies
that have expressed interest in our model to accelerate their path
to a U.S. public listing. We are happy to offer current GigCapital
stockholders a meaningful financial incentive, since we want them
to stay as our stockholders and minimize their redemption so they
can continue to benefit from Kaleyra’s potential long-term
fundamental opportunity as we move closer to consummation of the
combination.”
SEC Filing
A Current Report on Form 8-K has been filed today with the SEC,
accompanied by this press release, which can be accessed through
the SEC’s website at www.sec.gov.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
Additional Information About the Transaction and Where To
Find It
Additional information about the proposed business combination
with Kaleyra and related transactions will be described in
GigCapital’s preliminary proxy statement relating to the proposed
business combination and the respective businesses of GigCapital
and Kaleyra, which GigCapital will file with the SEC. The proposed
business combination and related transactions will be submitted to
stockholders of GigCapital for their consideration. GigCapital’s
stockholders and other interested persons are advised to read, once
available, the preliminary proxy statement and any amendments
thereto and, once available, the definitive proxy statement, in
connection with GigCapital’s solicitation of proxies for its
special meeting of stockholders to be held to approve, among other
things, the proposed business combination and related transactions,
because these documents will contain important information about
GigCapital, Kaleyra and the proposed business combination and
related transactions. The definitive proxy statement will be mailed
to stockholders of GigCapital as of a record date to be established
for voting on the proposed business combination and related
transactions.
Stockholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other
documents filed with the SEC by GigCapital, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to
Tara McDonough, Vice President and Chief Financial Officer,
GigCapital, Inc., 2479 E. Bayshore Rd., Suite 200 Palo
Alto, CA 94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
Kaleyra, GigCapital and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapital’s stockholders in respect
of the proposed business combination and related transactions.
Information regarding GigCapital’s directors and executive officers
is available in its Form 10-K filed with the SEC on December 6,
2018. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests will be contained in the preliminary and definitive proxy
statements related to the proposed business combination and related
transactions when it becomes available, and which can be obtained
free of charge from the sources indicated above.
About GigCapital, Inc.
GigCapital, Inc. (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS), is a
Private-to-Public Equity (PPE)™ company, (also known as a
Blank-Check or Special Purpose Acquisition Company (“SPAC”)),
sponsored by GigAcquisitions, LLC, and sole-managed by GigFounders,
LLC (www.gigfoundersglobal.com). All were founded in 2017 by
Dr. Avi Katz. The GigCapital Group companies are led by an
affiliated team of technology industry experts, deploying a unique
Mentor-Investors™ methodology to partner with exceptional
privately-held and non-U.S. public technology companies of
dedicated solid entrepreneurs. The GigCapital Group companies offer
financial, operational and executive mentoring to U.S. and global
private, and non-U.S. public companies, in order to accelerate
their path from inception and as a privately-held entity into the
growth-stage as a publicly traded company in the U.S. The
partnership of the GigCapital Group with these companies continues
through an organic and roll-up strategy growth post the transition
to a public company. For more information, visit www.gigcapitalglobal.com.
“Private-to-Public Equity (PPE)” and “Mentor-Investor” are
trademarks of GigFounders, LLC, used pursuant to agreement.
About Kaleyra
Kaleyra is a global group specializing in providing mobile
messaging services for financial institutions and multiple other
types of enterprises of all sizes. Through its proprietary
platform, Kaleyra manages multi-channel integrated communication
services on a global scale, comprising messages, push
notifications, e-mail, instant messaging, voice services and
chatbots. Kaleyra’s technology today makes it possible to manage
huge volumes of messages, with some 2 billion notifications a
month. For more information: www.kaleyra.com
Non-GAAP Financial Measure and Related Information
This communication includes reference to adjusted EBITDA, a
financial measure that is not prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”). Adjusted EBITDA
is defined as of any date of calculation, the consolidated pro
forma earnings of Kaleyra and its subsidiaries, before finance
income and finance cost (including bank charges), tax, depreciation
and amortization calculated from the audited consolidated financial
statements of such party and its subsidiaries (prepared in
accordance with local GAAP), plus (i) transaction expenses of
Kaleyra and GigCapital, (ii) without duplication of clause (i),
severance or change of control payments, (iii) any expenses related
to company restructuring, (iv) any compensation expenses relating
to stock options, restricted stock units, restricted stock or
similar equity interests as may be issued by the post-combination
company or any of its subsidiaries to their employees and (v) any
provision for the write down of assets. The pro forma earnings of
Kaleyra, which is an Italian company, and its subsidiaries, which
include subsidiaries outside of the U.S., may not be prepared in
conformance with Article 11 of Regulation S-X of the SEC. Adjusted
EBITDA is being used to determine whether conditions have been
achieved that would result in the issuance of the earn-out and the
vesting of the Deferred Shares. GigCapital management believes that
this non-GAAP measure of Kaleyra’s financial results will provide
useful information to management and investors regarding certain
financial and business trends relating to Kaleyra’s anticipated
financial condition and results of operations. Investors should not
rely on any single financial measure to evaluate Kaleyra’s
anticipated business.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws regarding the proposed
transactions with Kaleyra, the Charter Amendment, Extension,
Contributions and GigCapital. Such forward-looking statements
include, but are not limited to, statements regarding the approval
of the Charter Amendment, implementation of the Extension, payment
of the Contributions, closing of the combination and the
expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the business combination and future business
plans of the Kaleyra and GigCapital management teams. Any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In addition,
any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements contained in this press release are
based on certain assumptions and analyses made by the management of
GigCapital and/or Kaleyra in light of their respective experience
and their perception of historical trends, current conditions and
expected future developments and their potential effects on Kaleyra
and GigCapital as well as other factors they believe are
appropriate in the circumstances. There can be no assurance that
future developments affecting Kaleyra or GigCapital will be those
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond the control of the
parties) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements, including that the
GigCapital stockholders will approve the Charter Amendment and the
transaction, the ability of the post-combination company to meet
the NYSE listing standards, and that Kaleyra will have sufficient
capital upon the approval of the transaction to operate as
anticipated. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions being made prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
KALEYRA S.PA.
RECONCILIATION OF GAAP TO NON-GAAP
FINANCIAL INFORMATION
(In thousands)
(Unaudited)
Years Ended December 31, 2018
2017 Revenue (1) $ 77,949 $ 43,214
Revenue - Solutions Infini prior to acquisition 16,919 29,297
Revenue - Buc Mobile prior to acquisition 3,650 5,052
Total Non-GAAP Revenue $ 98,518 $ 77,563
Net Income (loss) (1) $ (7,219 ) $ 509 Adjustments to net
Income (loss): Income tax expense (benefit) 1,341 493 Other income,
net (371 ) (334 ) Interest expense, net 442 219 Foreign currency
loss 32 640 Depreciation and amortization 1,581
347 Non-GAAP EBITDA $ (4,194 ) $ 1,874
Loss on equity investments prior to acquisitions $ 1,053 $
36 EBITDA for pre-acquisition period of subsidiaries 1,207 1,374
Non-cash compensation expense 1,170 550 Non-cash stock option
expense 6,638 135 Acquisition transaction costs 1,537
306 Non-GAAP adjusted EBITDA $ 7,411 $ 4,275
(1) Per unaudited US GAAP financial statements as of
December 31, 2018 and 2017
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190516005996/en/
GigCapital:Darrow Associates, Inc.Jim Fanucchi+1 (408)
404-5400ir@gigcapitalglobal.com
Additional Investor Contact:MacKenzie Partners, Inc.Bob
Marese/Dan Sullivan+1 (212) 929-5500proxy@mackenziepartners.com
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