Inks Business Combination With Corner Growth Acquisition Corp.

Noventiq operates in almost 60 countries connecting 75,000 customers and industry-leading strategic partners such as  Microsoft, Amazon Web Services & Google.

LONDON/ PALO ALTO, Calif. May 5 (The CONNECT) – Noventiq, a global digital transformation and cybersecurity solutions and services provider, and Corner Growth Acquisition Corp., a special purpose acquisition company led by veteran technology investors, today announced they have entered into a business combination agreement that is expected to result in the combined entity being listed on Nasdaq under the symbol NVIQ.

The Combined Company will operate under the same management team, including Hervé Tessler, Chief Executive Officer, and Sergey Chernovolenko, President & Chief Operating Officer, with current Noventiq shareholders rolling 100% of their equity into the Combined Company.

The proposed business combination is expected to provide Noventiq with improved access to new sources of capital, accelerate M&A opportunities, and enhance its reach and capabilities in fast-growing in-house technology development in cyber security, generative-AI, and other high-margin products and tools.

Hervé Tessler, CEO of Noventiq Group, said the company has an established history of delivering digital transformation and cybersecurity solutions and services to high growth markets. The backbone of our success is a highly decentralized, expert team of thought leaders across the almost 60 countries that Noventiq serves, he said.

Noventiq sits at the heart of the $3.8 trillion digital transformation and cybersecurity ecosystem.

The growing emerging markets represent a substantial total addressable market (TAM) – estimated to grow at an approximately 9% CAGR from $330 billion in 2020 to approximately $500 billion in 2025 – and are underserved and historically difficult to penetrate. Noventiq’s extensive global reach, coupled with a strong local presence and recognized execution capability, uniquely positions it for success in these markets.

“As a responsible organisation, we believe that it is our duty to create value not only for our shareholders but also for our employees, customers, and technology partners,” Tessler said and expressed the confidence that the  transaction “will propel the efforts globally and open a pathway for a broader set of public investors to participate in our important work.”

Upon closing of the transaction, and assuming no stockholders of Corner Growth redeem their shares, Noventiq will have $278M pro forma cash on balance sheet, consisting of $112 million in anticipated new financing proceeds and $191 million in existing cash (as of 12/31/2022), less $25 million in transaction fees.

Pursuant to the Transaction, Noventiq will merge into a subsidiary of Corner Growth (established for this purpose) and the existing Noventiq shareholders will receive shares in the Combined Company (“Ordinary Shares”) in exchange for their shares in Noventiq.  Existing optionholders in Noventiq will have their options canceled in exchange for a comparable option to purchase Ordinary Shares. Following completion of the Business Combination, Existing Noventiq shareholders are expected to own 84.7% of the fully diluted shares of the Combined Company, with public stockholders of Corner Growth expected to own 10.6%, and the Sponsors expected to own 4.7%.

Marvin Tien, Co-Chairman & CEO of Corner Growth, said, “Hervé, Sergey, and the impressive Noventiq management team are leading the way in delivering digital success to growth markets, leveraging best-in-breed technology partnerships and unrivaled local expertise in the markets they serve. With our unique relationships in the Asia-Pacific region and decades of technology-driven investment experience, we believe we can help deliver long-term value for all stakeholders in this transaction.”

Noventiq ranks as a premier partner for the top public cloud companies globally, including Microsoft – as well as other key technology players such as AWS and Google. Noventiq has collaborated with Microsoft for over 25 years, becoming a leading strategic partner in a large number of growing markets, and is focused on continuing to expand its services footprint, while also actively delivering other partners’ technologies as part of its portfolio of customer outcome-focused solutions.