GLAAM, Co., Ltd. (“GLAAM” or the “Company”), a leading designer and
manufacturer of architectural display glass, and Jaguar Global
Growth Corporation I (Nasdaq: JGGC, JGGCR, and JGGCW) (“Jaguar
Global”) have entered into a definitive business combination
agreement that would result in GLAAM becoming a publicly traded
company. As a result of the business combination, GLAAM and Jaguar
Global shareholders will exchange their shares for shares in a new
combined company (“NewCo”). Upon closing of the transaction, NewCo
is expected to be renamed at a later date, and its ordinary shares
are expected to be listed on the Nasdaq Stock Market (“Nasdaq”)
under a new ticker symbol.
GLAAM: A True IT Media Product
GLAAM is the world’s first and only large-scale provider of
architectural media glass. The Company manufactures an integrated
architectural IT product, G-Glass, that combines architectural
glass with customizable, large-scale digital media display
capabilities. The product allows buildings to be transformed into
huge digital art canvases, transmit real-time event broadcasts, and
become interactive experiences through sensors and smartphone
connectivity. A video highlighting G-Glass’s capabilities can be
found here.
Since its first major installation in 2014, the Company has
completed over 460 G-Glass installations, including a 15,000 sq.
ft. installation for the 2018 Pyeongchang Winter Olympics and a
43,000 sq. ft. installation at the View (Cedars Sinai) Hospital in
Qatar, which represented the world’s largest transparent media
screen.
GLAAM Investment Highlights
- Significant and Expanding Total Addressable Market
Centered on Digital Out-of-Home (DOOH) Media Market: The
global DOOH content delivery market has a current estimated value
of approximately $20 billion, growing by an estimated 12% per annum
between 2021 and 2025.¹ With its innovative display
technology, G-Glass broadens the reach of DOOH media to transparent
vertical real estate, driving additional value for building owners
and developers, as well as generating advertising and media
revenues for GLAAM.
- Proprietary G-Glass Product Outperforms Alternatives,
Delivering Value to All Stakeholders: Traditional display
options—including LED screens, LED mesh, and LED bars—offer little
to no transparency and have durability of less than five years.
G-Glass combines media functionality, 99.7% transparency, low
operating costs, and architectural-grade durability, providing
long-term operating expense savings of approximately 80% for owners
and developers.
- Technology Innovation, At-Scale Production and Market
Leadership Provide Competitive Advantages Amid High Entry
Barriers: GLAAM has 24 patents and over 30 proprietary raw
materials. In addition, the Company has 1.4 million sq. ft. of
annual manufacturing capacity, which includes fully proprietary,
self-developed production lines, allowing for mass production at
the highest quality. These competitive advantages reflect over a
decade of development and over $185 million in research and
development investments, placing GLAAM an estimated 10-15 years
ahead of its competitors.
- Large and Growing Global Pipeline Across DOOH’s
Place-Based and Large Format Wallscape Marketplace
Segments: As core tenets of its growth strategy, GLAAM
seeks to continue its international expansion, focusing on
large-ticket projects that include multi-unit digital place-based
networks and large format digital urban wallscapes. GLAAM’s current
pipeline includes over $1 billion in potential projects that are in
ongoing discussions, with $86 million of these opportunities
considered “high probability.”²
- Growth Strategy Propelled by a Robust International
Sales Effort and Increased Emphasis on Advertising Media:
GLAAM aims to bolster its regional sales and marketing resources
across Asia, the Middle East, Europe and the Americas. To capture
an increasing share of the DOOH market, the Company is working to
scale its “Glass-as-a-Service” (GaaS) approach, which reduces
upfront costs for customers while retaining their upside and
simultaneously allows GLAAM to expand its margin and monetize the
installation for the full 30+ years of its expected lifespan.
- Established Operational Footprint Offers Runway for
Rapid Growth: The Company recorded $21 million in revenue
and regained breakeven core EBITDA profitability in 2022, following
headwinds from COVID-19. As GLAAM executes on its current pipeline
and ramps its GaaS model, the Company is expected to grow revenue
to $51 million in 2023 and $71 million in 2024, with EBITDA margins
of 44% and 48%, respectively.
Management Commentary
“With G-Glass, GLAAM offers a differentiated technology product
that can deliver value to all commercial real estate stakeholders
and catalyzes growth in some of the most attractive global
markets,” said Ho Joon Lee, CEO of GLAAM. “Our technological edge
and established operational foundation give us significant
advantages in a market with high barriers to entry. We believe we
are positioned for rapid growth and are already making major
strides to expand our global pipeline with projects across Korea,
Canada, Saudi Arabia, and the U.S. We welcome Jaguar Global’s
partnership and support, which will allow us to gain enhanced
exposure to investors and key real estate decision-makers across
our international target markets. I look forward to a successful
transaction and expanding G-Glass’s global growth potential.”
Gary Garrabrant, Chairman and CEO of Jaguar Global, commented:
“Joining forces with Ho Joon Lee and GLAAM is a powerful strategic
combination, following our 25-year history of active,
partner-centric company building. Our presence and focus on the
most compelling markets in Asia and globally naturally aligns with
GLAAM’s presence and promise. GLAAM’s proven and proprietary
technology can broaden the reach of DOOH media to vertical
structures of all kinds. We believe capitalizing on our
differentiated relationships with industry leaders will catalyze an
exciting new chapter of growth for GLAAM as a public company.”
Transaction Terms
The combined company will have an estimated post-transaction
enterprise value of $309 million, assuming no redemptions by Jaguar
Global public shareholders. Proceeds from the transaction, before
the payment of certain transaction expenses, will comprise up to
$244 million of cash held in Jaguar Global’s trust account before
redemptions, with approximately $200 million in net cash on the
balance sheet to fund growth, assuming no redemptions by Jaguar
Global public shareholders. The transaction does not include a
minimum cash condition.
Jaguar Global and GLAAM’s respective boards of directors have
unanimously approved the transaction, which is expected to close in
the third quarter of 2023, subject to regulatory and shareholder
approvals. GLAAM’s shareholders will roll 100% of their existing
GLAAM equity holdings into the combined company and are expected to
own approximately 36.1% of the combined company on a non-fully
diluted basis immediately following the closing of the proposed
business combination, assuming no redemptions by Jaguar Global’s
public shareholders in connection with the shareholder meeting of
Jaguar Global to vote on, among other things, the business
combination.
All references to cash on the balance sheet, available cash from
the trust account and retained transaction proceeds are subject to
any redemptions by public shareholders of Jaguar Global and payment
of transaction expenses.
For additional information regarding the terms of the
transaction, as well as an investor presentation and transcript of
the investor webcast, please see the Current Report on Form 8-K,
which will be filed today with the Securities and Exchange
Commission (“SEC”) by Jaguar Global. Additional information about
the transaction will be provided in the registration statement on
Form F-4 relating to the business combination to be filed with the
SEC by Jaguar Global.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC, is acting as Jaguar Global’s exclusive
financial advisor and lead capital markets advisor, and Oberon
Securities is acting as GLAAM's exclusive financial advisor. Paul
Hastings LLP is acting as Jaguar Global’s U.S. legal counsel, and
Yulchon is acting as Jaguar Global’s Korean legal counsel. White
& Case LLP and Lee & Ko are serving as GLAAM’s U.S. and
Korean legal counsel, respectively.
Gateway Group is acting as investor relations advisor to Jaguar
Global, with THE IR acting as Korean investor relations and public
relations advisor to GLAAM. Dukas Linden is acting as public
relations advisor to Jaguar Global.
¹ PQ Media Global Digital Out-of-Home Media Forecast 2021-2025.²
Projects with defined customer, location, usage, and budget, or
initial drawing.
Conference Call & Webcast Information
Jaguar Global and GLAAM management will host a conference call
and webcast to discuss the proposed transaction today, March 2, at
9:00 a.m. Eastern time. The webcast will be accompanied by a
detailed investor presentation.
Date: Thursday, March 2, 2023Time: 9:00 a.m. Eastern
timeRegistration Link:
https://register.vevent.com/register/BId81fac611dec41b98ac2eeaaa335f8ea
The conference call will be broadcast live and available for
replay here and via Jaguar Global’s website at
www.jaguarglobalgrowth.com.
The presentation accompanying the webinar will be available on
GLAAM’s website at www.glaam.co.kr/en/investment. The presentation
will also be filed with the SEC by Jaguar Global as an exhibit to a
Current Report on Form 8-K, which can be viewed on the SEC’s
website at www.sec.gov.
About GLAAM
GLAAM is the inventor of G-Glass, the world’s first IT building
material and architectural display product. Our 99.7% transparent,
LED embedded, architectural glass makes it possible for buildings
to become gigantic story-telling canvases without compromising real
estate value or architectural durability. With over 460+ projects
worldwide and 24 global patents, our innovation is at the forefront
of the media architecture revolution, transforming buildings into
media devices.
To learn more about GLAAM, visit: www.glaam.co.kr/en.
About Jaguar Global Growth Corporation I
Jaguar Global Growth Corporation I is a partnership between
Jaguar Growth Partners, an accomplished global investor in real
estate operating companies, and Hennessy Capital Group, the leading
independent SPAC sponsor in the United States. Jaguar Global seeks
to capitalize on the long-term trends in the PropTech sector; in
essence, the intersection of real estate and technology. Jaguar
Global aims to leverage the sponsors’ combined investment
experience, global relationships and domain expertise to identify
and invest in an established, high-growth PropTech company outside
of the U.S.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, Jaguar Global’s, GLAAM’s
and NewCo's expectations with respect to future performance
and anticipated financial impacts of the proposed business
combination, the satisfaction of the closing conditions to the
proposed business combination and the timing of the completion of
the proposed business combination. For example, projections of
future enterprise value, revenue and other metrics are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe",
"predict", "potential" or "continue", or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Jaguar Global and
its management, NewCo and the Company and its management, as
the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Business Combination Agreement; (2) the outcome
of any legal proceedings or regulatory matters or investigations
that may be instituted against Jaguar Global, the Company,
NewCo or others; (3) the inability to complete the business
combination due to the failure to obtain approval of the
shareholders of Jaguar Global or to satisfy other conditions to
closing; (4) changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations; (5) the ability to meet stock
exchange listing standards following the consummation of the
business combination; (6) the risk that the business combination
disrupts current plans and operations of Jaguar Global or the
Company as a result of the announcement and consummation of the
business combination; (7) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of NewCo to grow and
manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the business combination; (9) changes in applicable laws
or regulations; (10) the possibility that Jaguar Global, the
Company or NewCo may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of COVID-19
on the Company's business and/or the ability of the parties to
complete the proposed business combination; (12) the Company's
estimates of expenses and profitability and underlying assumptions
with respect to shareholder redemptions and purchase price and
other adjustments; and (13) other risks and uncertainties set forth
in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in Jaguar Global’s final
prospectus relating to its initial public offering and in Jaguar
Global’s and NewCo's subsequent filings with the SEC,
including the registration statement on Form F-4, which will
include the proxy statement/prospectus, relating to the business
combination.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof. None of Jaguar Global, the
Company or NewCo undertake any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed business combination, NewCo
intends to file with the SEC a registration statement on Form F-4
that will include a prospectus with respect to NewCo securities to
be issued in connection with the business combination and a proxy
statement with respect to the shareholder meeting of Jaguar Global
to vote on, among other things, the business combination. Jaguar
Global intends to file a definitive proxy statement with the
SEC. Jaguar Global’s shareholders and other interested
persons are advised to read, when available, the definitive proxy
statement and documents incorporated by reference therein filed
with the SEC in connection with the proposed business combination,
as these materials will contain important information about GLAAM,
Jaguar Global and the proposed business
combination. When available, the definitive proxy
statement and other relevant materials for the proposed business
combination will be mailed to shareholders of Jaguar Global as of a
record date to be established for voting on the proposed business
combination. Shareholders will also be able to obtain copies of the
definitive proxy statement and other documents filed with the SEC
that will be incorporated by reference therein, without charge,
once available, at the SEC's web site at www.sec.gov, or upon
written request to Jaguar Global at Jaguar Global Growth
Corporation I, 601 Brickell Key Drive, Suite 700, Miami, FL
33131.
Participants in Solicitation
Jaguar Global and its directors and executive officers may be
deemed participants in the solicitation of proxies from Jaguar
Global’s shareholders with respect to the proposed business
combination. A list of the names of Jaguar Global’s directors and
executive officers and a description of their interests in Jaguar
Global is contained in Jaguar Global’s final prospectus related to
its initial public offering dated February 10, 2022, which was
filed with the SEC and is available free of charge at the SEC’s
website at www.sec.gov. Additional information regarding the
interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not 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 states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contacts:
Jaguar Global Growth Corporation I Media
Contact Dukas Linden Public Relations for Jaguar Global
Growth Corporation I +1 212.704.7385jaguar@dlpr.com
Jaguar Global Growth Corporation I Investor Relations
ContactCody Slach and Jackie KeshnerGateway Group, Inc. +1
949.574.3860JGGC@gatewayir.com
GLAAM Investor Relations ContactNakyung Kim THE
IR+82.2.785.1109snk@irup.co.kr
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