NEW YORK and LONDON, Oct. 27,
2020 /PRNewswire/ -- Genius Sports Group Limited ("GSG"
or the "Company"), the leading provider of sports data and
technology powering the sports, betting and media ecosystem, and
dMY Technology Group, Inc. II (NYSE: DMYD) ("dMY II"), a publicly
traded special purpose acquisition company, today announced that
they have entered into a definitive business combination agreement
(the "Business Combination Agreement") pursuant to which GSG and
dMY II will combine. As a result of the business combination, GSG
and dMY II shareholders will exchange their shares for shares in a
new combined company ("NewCo"), which will be publicly listed on
the New York Stock Exchange (the "NYSE"). The transaction implies a
pro forma enterprise value of approximately $1.5 billion. Upon closing, NewCo expects
its ordinary shares and warrants to trade on the NYSE under the
symbols "GENI" and "GENI WS", respectively.
In addition to the approximately $276
million held in dMY II's trust account (assuming no
redemptions by dMY's public stockholders), a group of institutional
and experienced industry investors has committed to participate in
the transaction through a common stock PIPE of approximately
$330 million at $10.00 per share.
Genius Sports Group Highlights
GSG acquires data from sports events around the world and
supplies it to sports betting operators, providing them with
secure, high-quality, mission critical data and content that helps
them better engage with and protect their customers. The Company
has a leading portfolio of rights to official data – the feed of
live sports statistics that is sanctioned, and otherwise owned, by
the relevant governing league. GSG provides data on over 240,000
events each year – effectively every hour of every day. It is the
official provider for over 170,000 of these events.
GSG's scale, access to official data, and innovative technology
platform differentiate it within the industry. The Company
maintains long-term partnerships with over 500 sports organizations
globally, including the NBA, NCAA, FIBA, FIFA, English Premier
League and NASCAR. Its proprietary technology and data feeds are
mission critical to the success of its sportsbook partners.
Management & Governance
Following the closing of the proposed business combination,
Mark Locke will continue to lead the
business as Chief Executive Officer of NewCo. Mr. Locke will be
supported by a deep bench of talent with substantial experience
across finance, technology and the sports betting industry.
NewCo's Board of Directors will include dMY II's Chairman
Harry You and dMY II's CEO
Niccolo de Masi. Mr. You is the
former EVP of EMC and previously served as the CFO of Accenture and
Oracle. Mr. de Masi is the current Chairman and former CEO of Glu
Mobile (NASDAQ: GLUU), a leading developer and publisher of mobile
games for smartphone and tablet devices.
"Genius Sports Group created the market for official data
across all tiers of sports, helping fuel our sportsbook partners'
ever-increasing range of products," said Mr. Locke. "This
transaction will help us continue to expand and strengthen our
position as a nexus of the global sports, betting and media
ecosystem."
"Elemental data provider Genius Sports Group benefits from
the growth of all participants in the global sports betting
market. Mark Locke has
pioneered the provision of official rights and live data which have
been instrumental in building the modern sports betting
market," said Mr. de Masi. "The company has a strong track
record of growth and we are very excited by the opportunities for
further expansion in this rapidly growing segment."
Key Transaction Terms
The transaction values NewCo at an anticipated initial
enterprise value of approximately $1.5
billion, or 8.0x GSG's currently projected 2021 revenue of
$190 million.
The consideration payable to GSG's existing shareholders will
consist of a combination of cash and rollover equity in NewCo. The
proceeds of the $330 million PIPE
transaction will be used to repay shareholder loans and to redeem
and make certain preference share payments on preferred shares held
by corporate shareholders.
Assuming no redemptions by dMY II's public stockholders, it is
anticipated that NewCo will have approximately $150 million of unrestricted cash and a
substantially debt-free balance sheet at closing.
The Boards of Directors of both dMY II and GSG have unanimously
approved the transaction. The transaction will require the approval
of dMY II's stockholders, and is subject to other customary closing
conditions, including a minimum cash condition. The transaction is
expected to close in Q1 2021.
An investor webcast and presentation detailing the transaction
will be available at www.geniussports.com and
www.dmytechnology.com. The transcript of the investor webcast and
the presentation will be filed by dMY II with the U.S. Securities
and Exchange Commission ("SEC") as exhibits to a Current Report on
Form 8-K, and available on the SEC's website at www.sec.gov. In
addition, NewCo intends to file a registration statement on Form
F-4 with the SEC, which will include a proxy statement/prospectus
of dMY II, and will file other documents regarding the proposed
transaction with the SEC.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to dMY II. Oakvale Capital LLP is acting as exclusive
financial advisor to GSG. Goldman Sachs & Co. LLC acted as
lead placement agent for the PIPE transaction. Credit Suisse
Securities (USA) LLC and Oakvale
Capital LLP also acted as capital markets advisors and placement
agents for the PIPE transaction. Kirkland & Ellis LLP is
serving as legal advisor to GSG. White & Case LLP served as
legal advisor to dMY II. Goldman Sachs & Co. LLC acted as
the sole bookrunner of dMY II's IPO; Needham & Co. also acted
as underwriter.
About Genius Sports
Genius Sports Group is the official data, technology and
commercial partner that powers the global ecosystem connecting
sports, betting and media. We are a global leader in digital sports
content, technology and integrity services. Our technology is used
in over 150 countries worldwide, empowering sports to capture,
manage and distribute their live data and video, driving their
digital transformation and enhancing their relationships with
fans.
We are the trusted partner to over 500 sports organizations
globally, including many of the world's largest leagues and
federations such as the NBA, Premier League, FIBA, NCAA and PGA
Tour.
Genius Sports Group is uniquely placed thorough cutting-edge
technology, scale and global reach to support our partners. We are
more than just a technology company, we build long-term
relationships with sports at all levels, helping them to control
and maximize the value of their content while providing technical
expertise and round-the-clock support.
About dMY Technology Group II
dMY Technology Group, Inc. II is a $276
million special purpose acquisition company founded by
Niccolo de Masi and Harry You for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Goldman Sachs & Co. LLC acted as the sole
bookrunner of dMY II's IPO; Needham & Co. also acted as
underwriter. dMY II's units, common stock and warrants trade on the
NYSE under the ticker symbols "DMYD.U," "DMYD," and "DMYD.TS"
respectively. More information can be found at
www.dmytechnology.com.
Important Information About the Proposed Business Combination
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 dMY II to vote
on, among other things, the business combination. dMY II intends to
file a definitive proxy statement with the SEC. dMY II's
stockholders 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 GSG, dMY II and the proposed
business combination. When available, the definitive proxy
statement and other relevant materials for the proposed business
combination will be mailed to stockholders of dMY II as of a record
date to be established for voting on the proposed business
combination. Stockholders 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 by
directing a request to: dMY Technology Group, Inc. II, Attention:
Niccolo de Masi, Chief Executive
Officer, niccolo@dmytechnology.com.
Participants in the Solicitation
dMY II, GSG and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from dMY II's stockholders with respect to the business
combination. A list of the names of those directors and executive
officers and a description of their interests in dMY II will be
filed in the registration statement to be filed by NewCo on Form
F-4, which will include the proxy statement/prospectus, for the
proposed business combination and be available at www.sec.gov.
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, dMY II's, GSG'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 dMY II 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 dMY II, the Company, NewCo or
others; (3) the inability to complete the business combination due
to the failure to obtain approval of the shareholders of dMY II, to
obtain financing to complete the business combination 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 dMY II 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 dMY II, 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
stockholder 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 dMY II's final prospectus relating
to its initial public offering dated August
17, 2020 and in dMY II'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 dMY II, the Company
or NewCo undertake any duty to update these forward-looking
statements.
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
For Genius Sports Group Limited:
Media
Chris Dougan, Chief
Communications Officer
+1 (202) 766-4430
chris.dougan@geniussports.com
Tristan Peniston-Bird, The One
Nine Three Group
+44 7772 031 886
tristan.peniston-bird@the193.com
Investors
Will Rodd, The One Nine Three
Group
+1 917 714 1791
will.rodd@the193.com
For dMY Technology Group, Inc. II:
Media
ICR
dmy2@icrinc.com
Investors
Niccolo de Masi
+1 (310) 600-6667
niccolo@dmytechnology.com
Harry You
+1 (702) 781-4313
harry@dmytechnology.com
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SOURCE Genius Sports Group