- Circle to become public via a business combination with
Concord Acquisition Corp (NYSE: CND), a publicly-traded special
purpose acquisition corporation with $276 million in
trust.
- The transaction values Circle at $4.5 billion. Upon completion of the
transaction, existing Circle shareholders will maintain
approximately 86% ownership of the public entity.
- In conjunction with the transaction, investors have
committed $415 million in PIPE financing, which when
combined with cash in trust and Circle's recently closed
convertible note financing will provide Circle with
over $1.1 billion in gross proceeds upon the close
of the transaction.
- The PIPE was supported by leading institutional investors
including Marshall Wace LLP, Fidelity Management & Research
Company LLC, Adage Capital Management LP, accounts advised by ARK
Investment Management LLC ("ARK") and Third Point.
- Circle is the principal operator of blockchain-based USD Coin
(USDC), which has become the fastest growing, regulated, fully
reserved dollar digital currency in the world.
- Circle's co-founder, Jeremy
Allaire, will remain CEO of the company.
- Bob Diamond, Chairman of
Concord Acquisition Corp and CEO of Atlas Merchant Capital will
join the board.
- The transaction is anticipated to close in Q4 2021.
BOSTON, July 8, 2021 /PRNewswire/ -- Circle, a
global financial technology firm that provides payments and
treasury infrastructure for internet businesses, announced
today that it has entered into a definitive business
combination agreement with Concord Acquisition Corp ("Concord") (NYSE: CND), a publicly traded
special purpose acquisition company. Under the terms of the
agreement, a new Irish holding company (the "Company") will acquire
both Concord and Circle and become
a publicly-traded company, expected to trade on the NYSE under the
symbol "CRCL". The transaction values Circle at an enterprise value
of $4.5 billion.
Circle's mission of raising global economic prosperity through
the frictionless exchange of financial value is being met through a
series of internet-native, digital currency powered,
transaction and treasury services that help businesses and
financial institutions globally to take advantage of the shift to a
digital currency and blockchain powered global financial
system. Circle is the principal operator of the fastest
growing dollar digital currency, USD Coin (USDC), which has grown
to more than $25 billion in circulation and has supported more
than $785 billion in on-chain transactions. In 2021,
USDC in circulation has grown in excess of 3400%, fueling a
broadening array of use cases for high-trust, low-friction
internet-native payments and settlements.
Bob Diamond, Chairman of Concord
Acquisition Corp and CEO of Atlas Merchant Capital, noted "Circle
is the true pioneer of trusted digital currencies, an increasingly
critical part of the global financial system. The firm has earned
its exceptionally strong reputation building highly innovative
blockchain-enabled products and services within the regulatory
perimeter. Circle's world-class leadership team, its track
record of delivery, and extraordinary ambition help position the
firm as one of the most exciting companies in the transformation of
finance."
Jeremy Allaire, Circle's
co-founder and CEO commented "Circle was founded with a mission to
transform the global economic system through the power of digital
currencies and the open internet. We've made huge
strides towards realizing this vision, and through this strategic
transaction and ultimate public debut, we are taking an even bigger
step forward, with the capital and relationships needed to build a
global-scale internet financial services company that can help
businesses everywhere to connect into a more open, inclusive and
effective global economic system. We are thrilled to partner with
Concord's executive and investment
team, drawing on their decades of operating experience growing
financial services businesses around the world."
Transaction Overview
The business combination is supported by $415 million of capital commitments at
$10.00 per share, with participation
from top-tier institutional investors including Marshall Wace LLP,
Fidelity Management & Research Company LLC, Adage Capital
Management LP, accounts advised by ARK Investment Management LLC
("ARK") and Third Point. Including the contribution of up to
$276 million of cash held in Concord
Acquisition Corp's trust account (assuming no redemptions), the
transaction is expected to deliver up to $691 million of gross proceeds to the combined
company.
Upon consummation of the transaction, existing Circle
shareholders will maintain approximately 86% ownership interest in
the combined company. Proceeds of the transaction will support
Circle's continued growth through ongoing product development in
close collaboration with its initial customers. Existing Circle
equity holders have the potential to receive an earnout of
additional shares of the Company, if certain stock price targets
are met as set forth in the definitive business combination
agreement. Current shareholders of Concord will also become shareholders of the
Company and will exchange their shares of Concord common stock for
equity of the Company on a share for share basis.
The transaction, which has been unanimously approved by the
board of directors of both Concord Acquisition Corp and Circle, and
is expected to close in the fourth quarter of 2021, is subject to
approval by shareholders of Concord and Circle and other customary closing
conditions, including any applicable regulatory approvals.
Additional information about the transaction will be provided in
a Current Report on Form 8-K that will contain an investor
presentation to be filed with the Securities and Exchange
Commission ("SEC") and available at www.sec.gov. In addition, the
Company intends to file a registration statement on Form S-4 with
the SEC, which will include a proxy statement/prospectus of
Concord, and will file other
documents regarding the proposed transaction with the
SEC.
Advisors
Goldman Sachs & Co. LLC is serving as the
exclusive financial advisor to Concord. Goldman Sachs &
Co. LLC and Citi acted as placement agents for Concord in connection with the PIPE
transaction. Greenberg Traurig is serving as legal counsel to
Concord and Goodwin Procter is serving as counsel to Circle.
Cowen Inc. is serving as lead capital markets advisor to
Concord. Blueshirt Capital
Advisors is serving as investor relations advisor to Circle.
Investor Conference Call
Management of Circle and Concord Acquisition Corp will host a
recorded investor conference call on July
8, 2021 to discuss the proposed transaction and review
an investor presentation. An audio webcast of the call will be
available on: https://www.circle.com/investors
About Concord Acquisition Corp
Concord Acquisition
Corp is a special purpose acquisition company formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses in the financial services
or financial technology industries. It is sponsored by Atlas
Merchant Capital, an investment firm that offers debt and equity
investment strategies, seeking long-term value through
differentiated expertise in financial services and credit
markets.
Concord raised
$276 million in its initial public offering in December 2020 and is listed on the NYSE under the
symbol "CND".
About Circle
Circle is a global financial technology
firm that enables businesses of all sizes to harness the power of
digital currencies and public blockchains for payments, commerce
and financial applications worldwide. Circle is the principal
operator of USD Coin (USDC), which has become the fastest
growing, regulated, fully reserved dollar digital currency. USDC in
circulation is greater than $25
billion and has supported over $785 billion in on-chain
transactions. Today, Circle's transactional services, business
accounts, and platform APIs are giving rise to a new generation of
financial services and commerce applications that hold the promise
of raising global economic prosperity for all through programmable
internet commerce. Additionally, Circle operates SeedInvest, one of
the largest equity crowdfunding platforms in the U.S., which is a
registered broker dealer.
Learn more at https://circle.com
Important Information and Where to Find It
A full description of the terms of the proposed transactions
(collectively, the "Transactions") will be provided in a
registration statement on Form S-4 to be filed with the SEC by the
Company that will include a proxy statement for the stockholders of
Concord that will also constitute
a prospectus of the Company. Concord, Circle and the Company urge
investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will
contain important information about Concord, Circle and the Transactions. After
the registration statement is declared effective, the definitive
proxy statement/prospectus to be included in the registration
statement will be mailed to stockholders of Concord as of a record date to be established
for voting on the Transactions. Stockholders will also be able to
obtain a copy of the proxy statement/prospectus, without charge, by
directing a request to: Concord Acquisition Corp, 477 Madison
Avenue, New York, NY 10022. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
Concord, Circle and the Company
and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the Transactions under the rules of the SEC. Information about
the directors and executive officers of Concord is set forth in Concord's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020,
which was filed with the SEC on March 31,
2021 and amended on May 20,
2021. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders in connection with the Transactions will be set forth
in the proxy statement/prospectus when it is filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
Non-Solicitation
This document is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of
Concord, Circle or the Company,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This document includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "could," "plan," "predict,"
"potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding the expected proceeds of the Transactions to
the combined company, Circle's anticipated future growth, and
Circle and Concord's ability to
consummate the Transactions within the time period expected, or at
all. These statements are based on various assumptions and on the
current expectations of Concord's
and Circle's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Concord and Circle. These forward looking
statements are subject to a number of risks and uncertainties,
including general economic, political and business conditions;
applicable taxes, inflation, interest rates and the regulatory
environment in which Circle operates; the outcome of legal
proceedings or other disputes to which Circle, Concord and/or the Company is or may become a
party; the inability of the parties to consummate the Transactions;
the risk that the approval of the stockholders of Concord or Circle for the Transactions is not
obtained; failure to realize the anticipated benefits of the
Transactions, including as a result of a delay in consummating the
Transactions; the risk that the announcement and/or consummation of
the Transactions disrupt current plans and operations of Circle;
the risk that any of the conditions to closing are not satisfied in
the anticipated manner or on the anticipated timeline; the ability
to maintain the listing of the combined company's securities on the
New York Stock Exchange; the inability to complete the private
placement proposed to be consummated in connection with the
Transactions; the amount of redemption requests made by
Concord's stockholders; those
factors discussed in Concord's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading "Risk
Factors," and other documents of Concord filed, or to be filed, with the SEC.
If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Concord, Circle and the Company
presently do not know or that they currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Concord's and
Circle's expectations, plans or forecasts of future events and
views as of the date of this press release. Concord and Circle anticipate that subsequent
events and developments will cause their assessments to change.
However, while Concord and Circle
may elect to update these forward-looking statements at some point
in the future, Concord and Circle
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Concord's or Circle's
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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