TEL
AVIV, Israel and NEW
YORK, March 23, 2022 /PRNewswire/ -- HUB
Cyber Security (Israel) Limited
(TASE: HUB), a Tel-Aviv based
developer of Confidential Computing cybersecurity solutions and
services ("HUB" or the "Company"), and Mount Rainier Acquisition
Corp. (NASDAQ: RNER), a U.S. publicly traded special purpose
acquisition company ("RNER"), today announced that they have
entered into a definitive business combination agreement.
Upon closing of the proposed transaction, the combined company (the
"Combined Company") will operate under the "HUB Security" name and
is expected to be listed on Nasdaq under the new ticker symbol
"HUBC."
HUB develops and markets Confidential Computing solutions and
services that aim to disrupt cybersecurity for enterprises and
governments worldwide. HUB's proprietary hardware solutions enable
the protection of sensitive IT data through a computer's RAM memory
or processor, creating a Trusted Execution Environment (TEE). HUB
provides a holistic cyber defense of end-to-end data protection
across all phases of the data lifecycle and offers next-generation
encryption solutions, including advanced quantum computing defense.
The Company has received FIPS 140-2 Level 3 to meet stringent U.S.
security standards and the highest level of security for
cryptographic modules.
HUB operates in a rapidly growing Confidential Computing market
that is expected to reach $54 billion
by 2026 at a CAGR of 95%-100%, according to Confidential Computing
Research 2021, published by Everest Group Inc.
HUB's solutions and services are delivered to enterprises
including, but not limited to, insurance companies, commercial
banks, payment companies, telecom operators, and governmental
entities primarily through long-term contracts.
HUB's Founder, Chief Executive Officer, Eyal Moshe and the current management team will
continue to lead the Combined Company.
Moshe said, "We have a wide range of game-changing cybersecurity
hardware technology and services for better global cyber defense.
The U.S. is our prime target market for growth and we seek to
expand our U.S. operations significantly via this business
combination. We are passionate and excited about this opportunity
to become publicly listed in the U.S. on Nasdaq and to continue our
growth and global expansion."
Matthew Kearney, Chairman and CEO
of RNER, said, "Our mission is to find a high quality, well led,
technology backed business whose high growth potential would be
accelerated by merger with our company. HUB meets all these
criteria and we are delighted to be able to recommend this business
combination to our stockholders. We look forward to working with
Eyal and the HUB team through to its successful listing."
Transaction Overview
The Combined Company will have an estimated pro forma enterprise
valuation of approximately $1.28
billion. Cash proceeds from the proposed transaction are
expected to consist of up to approximately $176 million of cash held in RNER's trust (before
any redemptions by RNER's public stockholders and the payment of
certain expenses) and approximately $50
million attributed to the PIPE investment anchored by
Israeli and American institutional and existing investors. Proceeds
from the PIPE are expected to satisfy the minimum cash closing
condition and will be used as working capital to support continued
growth and to fund acquisitions.
HUB shareholders will retain 100% of their existing equity
holdings and are expected to own approximately 81% of the Combined
Company on a non-fully diluted basis immediately following the
closing of the proposed transaction, assuming no redemptions by
RNER's public stockholders. Founder & CEO Eyal Moshe will continue to own approximately 6%
of the combined company on a pro forma basis, assuming no
redemptions by RNER's public stockholders.
The board of directors of each of RNER and HUB approved the
proposed transaction. The proposed transaction will require the
approval of the stockholders of RNER and HUB, the effectiveness of
a registration statement to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the proposed
transaction, and the satisfaction of other customary closing
conditions. The proposed transaction is expected to close in
the third quarter of 2022.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, is available in the Form 8-K filed today with the SEC
by RNER at www.sec.gov.
Advisors
A-Labs Advisory & Finance Ltd. ("ALabs") and Oppenheimer
& Co. Inc. are serving as financial advisors to HUB, and ALabs
is serving as sole placement agent for the PIPE. Latham &
Watkins LLP and Pearl Cohen Zedek Latzer
Baratz are serving as legal advisors to HUB. A.G.P./Alliance
Global Partners is serving as the exclusive financial advisor to
RNER. Loeb & Loeb LLP and Sullivan & Worcester LLP
(Tel Aviv) are serving as legal
advisors to RNER.
About HUB Cyber Security (Israel) Limited
HUB Cyber Security (Israel)
Limited ("HUB") was established in 2017 by veterans of the 8200 and
81 elite intelligence units of the Israeli Defense Forces. The
company specializes in unique Cyber Security solutions protecting
sensitive commercial and government information. The company
debuted an advanced encrypted computing solution aimed at
preventing hostile intrusions at the hardware level while
introducing a novel set of data theft prevention solutions. HUB
operates in over 30 countries and provides innovative cybersecurity
computing appliances as well as a wide range of cybersecurity
services worldwide.
About Mount Rainier Acquisition Corp.
Mount Rainier Acquisition Corp. is a blank check company
sponsored by DC Rainier SPV LLC, a Delaware limited liability company managed by
Dominion Capital LLC, whose business purpose is to effect a merger,
share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Forward-Looking Statements
Certain statements included in this press release 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 relate to future events or HUB's or RNER's
future financial or operating performance. In some cases, you can
identify forward-looking statements by terminology such as "may",
"should", "would", "seem", "expect", "intend", "will", "estimate",
"anticipate", "believe", "future", "predict", "potential,"
"forecast" or "continue", or the negatives of these terms or
variations of them or similar terminology, but the absence of these
words does not mean that a statement is not forward-looking. Such
forward-looking statements are subject to risks, uncertainties, and
other factors that 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 HUB and its
management, and RNER and its management, as the case may be, are
inherently uncertain. 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 may differ from assumptions. Many actual
events and circumstances are beyond the control of HUB or
RNER. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: (i) expectations regarding HUB's strategies and future
financial performance, including its future business plans or
objectives, prospective performance and opportunities and
competitors, revenues, products and services, pricing, operating
expenses, market trends, liquidity, cash flows and uses of cash,
capital expenditures, and HUB's ability to invest in growth
initiatives and pursue acquisition opportunities; (ii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the proposed transactions;
(iii) the outcome of any legal proceedings that may be instituted
against RNER, HUB, the Combined Company or others following the
announcement of the proposed transactions and any definitive
agreements with respect thereto; (iv) the inability to complete the
proposed transactions due to, among other things, the failure to
obtain approval of the stockholders of RNER or HUB, to obtain
certain governmental and regulatory approvals or to satisfy other
conditions to closing, including delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regulatory reviews required to
complete the proposed transactions; (v) the inability to obtain the
financing necessary to consummate the proposed transactions; (vi)
changes to the proposed structure of the proposed transactions that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the proposed transactions; (vii) the ability to meet stock exchange
listing standards following the consummation of the proposed
transactions; (viii) the risk that the announcement and
consummation of the proposed transactions disrupts HUB's current
plans and operations; (ix) the lack of a third party valuation in
determining whether or not to pursue the proposed transactions; (x)
the ability to recognize the anticipated benefits of the proposed
transactions, which may be affected by, among other things,
competition, the ability of the Combined Company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (xi) costs
related to the proposed transactions; (xii) the amount of any
redemptions by existing holders of RNER's common stock being
greater than expected; (xiii) limited liquidity and trading of
RNER's and HUB's securities; (xiv) geopolitical risk, including
military action and related sanctions, and changes in applicable
laws or regulations; (xv) geopolitical risk, including military
action and related sanctions, and changes in applicable laws or
regulations; (xvi) the possibility that RNER, HUB or the Combined
Company may be adversely affected by other economic, business,
and/or competitive factors; (xvii) inaccuracies for any reason in
the estimates of expenses and profitability and projected financial
information for HUB; and (xviii) other risks and uncertainties set
forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in RNER's final prospectus
relating to its initial public offering dated October 4, 2021.
Forward-looking statements speak only as of the date they are
made. 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 they are made. Neither HUB nor RNER
undertakes any duty to update these forward-looking statements.
Additional Information About the Transaction and Where to
Find It
In connection with the proposed transaction, HUB intends to file
with the SEC a registration statement on Form F-4 containing a
proxy statement/prospectus, and after the registration statement is
declared effective by the SEC, RNER will mail a definitive proxy
statement/prospectus relating to the Proposed Business Combination
to its stockholders. This press release does not contain all the
information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed
transaction. This press release is not a substitute for any
registration statement or for any other document that HUB or RNER
may file with the SEC in connection with the proposed
transaction. Investors and security holders are advised to
read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed transaction, as these materials will contain important
information about HUB, RNER and the proposed transaction.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed transaction will be
mailed to stockholders of RNER as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
through the website maintained by the SEC at www.sec.gov. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Participants in the Solicitation
HUB and RNER and their respective directors and executive
officers, under SEC rules, may be deemed participants in the
solicitation of proxies from RNER's stockholders in connection with
the proposed transaction. A list of the names of those directors
and executive officers and a description of their interests in RNER
is contained in RNER's final prospectus relating to its initial
public offering dated October 4,
2021, which was filed with the SEC and is available free of
charge at the SEC's web site at www.sec.gov. Additional information
regarding the names and interests will be set forth in the proxy
statement/prospectus for the proposed transaction when available.
HUB and its directors and executive officers may also be deemed to
be participants in the solicitation of proxies from the
stockholders of RNER in connection with the proposed transaction. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed transaction
will be set forth in the proxy statement/prospectus filed as part
of the registration statement on Form F-4 for the proposed
transaction, which is expected to be filed by HUB with the SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale, or exchange 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, or an exemption therefrom.
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SOURCE HUB Security; Mount Rainier Acquisition Corp