Item 8.01 Other Events.
Churchill Capital Corp II ("Churchill" or the "Company") expects to hold
meetings with investors today at which the following information will be
provided:
· Prosus plans to, upon completion of the merger, nominate Patrick Kolek, Prosus
Group Chief Operating Officer, as Chairperson of the Board of the Company, and
Larry Illg, CEO Prosus EdTech and Food, as a Director of the Company.
· The Company will discuss its expected post-merger management team, as announced
on June 7, 2021.
· Skillsoft and Global Knowledge continue to perform in line with Churchill's
internal plan and the Company is reaffirming the combined Skillsoft-Global
Knowledge FY 2022 outlook for Adjusted Gross Revenue and Adjusted EBITDA in the
range of $645-675 million and $155-175 million, respectively, as previously
disclosed in the Company's press release on May 13, 2021 and investor
presentation on May 19, 2021.
NON-GAAP FINANCIAL MEASURES
We track several non-GAAP metrics that we believe are key financial measures of
our success. Non-GAAP measures are frequently used by securities analysts,
investors, and other interested parties in their evaluation of companies
comparable to us, many of which present non-GAAP measures when reporting their
results. These measures can be useful in evaluating our performance against our
peer companies because we believe the measures provide users with valuable
insight into key components of U.S. GAAP financial disclosures. For example, a
company with higher U.S. GAAP net income may not be as appealing to investors if
its net income is more heavily comprised of gains on asset sales. Likewise,
excluding the effects of interest income and expense moderates the impact of a
company's capital structure on its performance. However, non-GAAP measures have
limitations as an analytical tool. Because not all companies use identical
calculations, our presentation of non-GAAP financial measures may not be
comparable to other similarly titled measures of other companies. They are not
presentations made in accordance with U.S. GAAP, are not measures of financial
condition or liquidity, and should not be considered as an alternative to profit
or loss for the period determined in accordance with U.S. GAAP or operating cash
flows determined in accordance with U.S. GAAP. As a result, these performance
measures should not be considered in isolation from, or as a substitute analysis
for, results of operations as determined in accordance with U.S. GAAP.
We do not reconcile our forward-looking non-GAAP financial measures to the
corresponding U.S. GAAP measures, due to variability and difficulty in making
accurate forecasts and projections and/or certain information not being
ascertainable or accessible; and because not all of the information necessary
for a quantitative reconciliation of these forward-looking non-GAAP financial
measures to the most directly comparable U.S. GAAP financial measure is
available to us without unreasonable efforts. For the same reasons, we are
unable to address the probable significance of the unavailable information. We
provide non-GAAP financial measures that we believe will be achieved, however we
cannot accurately predict all of the components of the adjusted calculations and
the U.S. GAAP measures may be materially different than the non-GAAP measures.
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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction
involving Churchill and Skillsoft. Churchill has filed a registration statement
on Form S-4 with the SEC, which includes a proxy statement of Churchill and a
prospectus of Churchill, and Churchill will file other documents regarding the
proposed transaction with the SEC. The registration statement on Form S-4 was
declared effective on May 27, 2021 and the definitive proxy statement/prospectus
was mailed on or about May 28, 2021 to stockholders of record on the close of
business on April 28, 2021, the record date for special meeting. Before making
any voting or investment decision, investors and security holders of Churchill
and Skillsoft are urged to carefully read the entire registration statement and
proxy statement/prospectus and any other relevant documents filed with the SEC,
as well as any amendments or supplements to these documents, because they
contain important information about the proposed transaction. The documents
filed by Churchill with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, the documents filed by Churchill may be
obtained free of charge from Churchill at www.churchillcapitalcorp.com.
Alternatively, these documents, when available, can be obtained free of charge
from Churchill upon written request to Churchill Capital Corp II, 640 Fifth
Avenue, 12th Floor, New York, New York 10019, Attn: Secretary, or by calling
(212) 380-7500.
Churchill, Skillsoft and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Churchill, in favor of the approval of the merger.
Information regarding Churchill's directors and executive officers is contained
in Churchill's Annual Report on Form 10-K/A for the year ended December 31,
2020, which is filed with the SEC. Additional information regarding the
interests of those participants, the directors and executive officers of
Skillsoft and other persons who may be deemed participants in the transaction
may be obtained by reading the definitive proxy statement/prospectus and other
relevant documents filed with the SEC. Free copies of these documents may be
obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any 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 other jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
Churchill's, Skillsoft's and Global Knowledge's expectations or predictions of
future financial or business performance or conditions. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including statements
concerning the completion of the transactions, the expected benefits of the
transactions, other possible or assumed future actions, business strategies,
events or results of operations, are forward-looking statements. These
statements may be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will," "should,"
"seeks," "outlook," "target," goal," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in Churchill's Form 10-K/A for the year ended December
31, 2020 under Risk Factors in Part I, Item 1A and in the registration statement
on Form S-4 discussed above. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and Churchill, Skillsoft
and Global Knowledge believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends identified in these
forward-looking statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and none of Churchill, Skillsoft or
Global Knowledge is under any obligation, and expressly disclaim any obligation,
to update, alter or otherwise revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by
law. Readers should carefully review the statements set forth in the reports,
which Churchill has filed or will file from time to time with the SEC.
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In addition to factors previously disclosed in Churchill's reports filed with
the SEC and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to meet the
closing conditions to the Skillsoft merger, including approval by stockholders
of Churchill and Skillsoft, and the Global Knowledge merger on the expected
terms and schedule and the risk that regulatory approvals required for the
Skillsoft merger and the Global Knowledge merger are not obtained or are
obtained subject to conditions that are not anticipated; delay in closing the
Skillsoft merger and the Global Knowledge merger; failure to realize the
benefits expected from the proposed transactions; the effects of pending and
future legislation; risks related to disruption of management time from ongoing
business operations due to the proposed transactions; business disruption
following the transactions; risks related to the impact of the COVID-19 pandemic
on the financial condition and results of operations of Churchill, Skillsoft and
Global Knowledge; risks related to Churchill's, Skillsoft's or Global
Knowledge's indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory actions and
reforms; demand for, and acceptance of, Churchill's products and for cloud-based
technology learning solutions in general; Churchill's ability to compete
successfully in competitive markets and changes in the competitive environment
in Churchill's industry and the markets in which Churchill operates; Churchill's
ability to develop new products; failure of Churchill's information technology
infrastructure or any significant breach of security; future regulatory,
judicial and legislative changes in Churchill's industry; the impact of natural
disasters, public health crises, political crises, or other catastrophic events;
Churchill's ability to attract and retain key employees and qualified technical
and sales personnel; fluctuations in foreign currency exchange rates;
Churchill's ability to protect or obtain intellectual property rights;
Churchill's ability to raise additional capital; the impact of Churchill's
indebtedness on Churchill's financial position and operating flexibility; and
Churchill's ability to successfully defend ourselves in legal proceedings.
Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond Churchill's,
Skillsoft's and Global Knowledge's control. While all projections are
necessarily speculative, Churchill, Skillsoft and Global Knowledge believe that
the preparation of prospective financial information involves increasingly
higher levels of uncertainty the further out the projection extends from the
date of preparation. The assumptions and estimates underlying the projected
results are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in the
projections. The inclusion of projections in this communication should not be
regarded as an indication that Churchill, Skillsoft and Global Knowledge, or
their representatives, considered or consider the projections to be a reliable
prediction of future events.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in Churchill
and is not intended to form the basis of an investment decision in Churchill.
All subsequent written and oral forward looking statements concerning Churchill,
Skillsoft and Global Knowledge, the proposed transactions or other matters and
attributable to Churchill, Skillsoft and Global Knowledge or any person acting
on their behalf are expressly qualified in their entirety by the cautionary
statements above.
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