VNV Global AB’s (publ) (“VNV Global”) portfolio company, GT Gettaxi Limited (“Gett”) and Rosecliff Acquisition Corp I (“Rosecliff”) (Nasdaq:RCLF), a publicly traded special purpose acquisition company (“SPAC”), have today announced that they have entered into a definitive merger agreement (the “Business Combination Agreement”) that would make Gett a publicly-traded company (“Pubco”) (the “Transaction”). Upon closing of the Transaction, the combined company will operate as “Gett” and plans to trade on Nasdaq under the new symbol “GETT”. The Transaction is expected to close in the first half of 2022, subject to the approval of Rosecliff shareholders and satisfaction of other customary closing conditions, including any applicable regulatory approvals.


Rosecliff will contribute up to USD 253 million of cash held in trust (assuming no redemptions), and a further USD 30 million in capital, including USD 4.0 million from VNV Global, has been committed through a private investment in public equity (“PIPE”) at USD 10.00 per share. The Transaction implies a pro forma enterprise valuation for Gett of approximately USD 1.0 billion.


The Business Combination Agreement contemplates that existing Gett shareholders, including VNV Global, will roll-over and retain 100% of their existing equity, equating to approximately 71.3% of the combined entity’s pro forma equity.


Upon the closing of the Transaction, VNV Global’s economic interest in the combined entity, assuming the reference share price of USD 10.0 per share, is expected be valued at approximately USD 150 million, consisting of approximately 6.6 million shares issued at closing and approximately 8.4 million deferred shares. For so long as Gett’s per share price is less than USD 39.1, VNV Global is entitled to receive deferred shares to be issued at the earliest of: (i) the two year anniversary of the closing date of the Transaction; (ii) the date on which the total number of consideration shares issued in connection with the Transaction multiplied by the Pubco’s volume-weighted average share price (VWAP) is equal to or greater than USD 3.1 billion; and (iii) immediately prior to the consummation of a sale of the entire company. The final number of deferred shares issued to VNV Global will range between 8.4 million shares if Gett’s share price is equal or below USD 10.0 and decrease gradually to zero if Gett’s share price is equal or greater than USD 39.1.


At the reference share price of USD 10.0 per share, the transaction is expected to have a positive but not material impact on VNV Global’s Net Asset Value (“NAV”) compared to the latest reported USD NAV as per September 30, 2021.


Gett is a category-leading corporate Ground Transportation Management (“GTM”) platform, in a market where Corporate ground transportation spend exceeds $100 billion globally and remains extremely fragmented across tens of thousands of vendors.


As the current GTM category leader, Gett serves more than a quarter of current Fortune 500 companies.


Founded in 2010, Gett leverages its deep expertise across both consumer and corporate domains. Since 2017, the Company has focused principally on B2B, creating an entirely new B2B ground transportation marketplace organizing all vendors in a single platform and providing a cloud-based spend management software. Gett’s marketplace aggregates and organizes thousands of independent ground transportation providers, including corporate fleets, ride hailing services, taxis, and limousines. Gett estimates that its spend management software helps businesses save 25% on average of their ground transportation spend.

For further information please contact:

Björn von Sivers, Investor Relations: +46 8-545 015 50

About Us

VNV Global is an investment company with the business concept of using experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation. The company has a special focus on online marketplaces and businesses with strong network effects. The common shares of VNV Global are listed on Nasdaq Stockholm, Mid Cap segment, with the ticker VNV. For more information on VNV Global, visit www.vnv.global.

More Information and Where to Find It



Management of Rosecliff and Gett will host an investor call on Wednesday, November 10, 2021 to discuss the proposed transaction. The webcast will be available here.
 
A webcast of the call, along with Gett’s press release and the investor presentation will be available on the Rosecliff website at www.rosecliffspac.com and under the Investor Relations section of Gett’s website at https://www.Gett.com.


In connection with the business combination, Pubco intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which will include a preliminary prospectus and preliminary proxy statement and, after the registration statement is declared effective, Rosecliff will mail a definitive proxy statement/prospectus and other relevant documents relating to the business combination to its shareholders. This press release is not a substitute for the registration statement, the definitive proxy statement/prospectus or any other document that Rosecliff will send to its shareholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.  Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of Rosecliff as of a record date to be established for voting on the business combination. Shareholders of Rosecliff will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Rosecliff Acquisition Corp I, 767 5th Avenue, 34th Floor, New York, New York 10153.

Forward-Looking Statements
This press release contains, and certain oral statements made by representatives of VNV Global, Gett and Rosecliff and their respective affiliates, from time to time may contain, a number of “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning VNV Global’s, Gett’s and Rosecliff’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, VNV Global’s, Gett’s and Rosecliff’s expectations with respect to the future performance of the combined company, including whether the proposed business combination will generate returns for shareholders, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the business combination, and the timing of the transaction. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside VNV Global’s, Gett’s and Rosecliff’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of Rosecliff or other conditions to closing in the Merger Agreement; (c) the ability to meet Nasdaq’s listing standards following the consummation of the proposed business combination; (d) the failure of investors in the PIPE to fund their commitments upon the closing of the proposed business combination; (e) the risk that the proposed business combination disrupts current plans and operations of Gett or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed business combination, 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; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SEC’s recently released statement on accounting and reporting considerations for warrants in SPACs) which could result in the need for Rosecliff to restate its historical financial statements and cause unforeseen delays in the timing of the business combination and negatively impact the trading price of Rosecliff’s securities and the attractiveness of the business combination to investors; (i) the possibility that Gett may be adversely affected by other economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the registration/proxy statement relating to the business combination, when available, and in other documents Gett and Rosecliff file with the SEC, which will be available at the SEC’s website at www.sec.gov. VNV Global cautions that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, VNV Global does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.

Participants in the Solicitation
Pubco, Gett, Rosecliff and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Rosecliff’s shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of Pubco, Gett and Rosecliff in the registration statement on Form F-4 to be filed with the SEC by Pubco, which will include the proxy statement of Rosecliff for the business combination. Information about Rosecliff’s directors and executive officers is also available in Rosecliff’s Annual Form 10-K for the fiscal year ended December 31, 2020 and other relevant materials filed with the SEC.

No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

No Assurances
There can be no assurance that the proposed business combination will be completed, nor can there be any assurance, if the proposed business combination is completed, that the potential benefits of combining the companies will be realized.

Information Sources; No Representations
This press release has been prepared for use by VNV Global in connection with the proposed business combination of its portfolio company, Gett. The information herein does not purport to be all-inclusive. The information herein is derived from various internal and external sources, including information provided to VNV Global by Gett and Rosecliff. All information relating to Rosecliff’s business, past performance, results of operations and financial condition was derived entirely from Rosecliff; all information relating to Gett’s business, past performance, results of operations and financial condition was derived entirely from Gett. VNV Global does not make any representation as to the reasonableness of the assumptions made with respect to the information herein, or to the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance.

No representations or warranties, express or implied, are given in respect of this press release. To the fullest extent permitted by law, in no circumstances will VNV Global, Gett, Rosecliff, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this press release, its contents (including any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to Gett’s operations has been derived, directly or indirectly, exclusively from Gett and has not been independently verified by VNV Global.

None of VNV Global’s, Gett’s nor Rosecliff’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in this press release and, accordingly, none of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of this press release.

Attachments

VNV Global’s portfolio company Gett to become publicly traded on Nasdaq via SPAC merger with Rosecliff Acquisition Corp I

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