- Arqit Limited ("Arqit"), a leader in quantum encryption
technology, has entered into a definitive agreement to combine
with Centricus Acquisition Corp. (Nasdaq: CENH, CENHW,
CENHU) ("Centricus"), a publicly-traded special
purpose acquisition company.
- Arqit has pioneered a unique quantum encryption technology,
QuantumCloud™, which makes the communications links of any
networked device secure against current and future forms
of hacking – even an attack from a quantum
computer.
- The transaction with Centricus is expected to provide up to
$400 million of gross proceeds
to Arqit (assuming minimal redemption from existing Centricus
shareholders). This includes funds from a fully committed
PIPE of approximately $70 million
with participation from Arqit business partners Virgin Orbit
and Sumitomo Corporation, and Centricus sponsor
Heritage Group.
- Pro forma equity value of the business combination is
approximately $1.4 billion, and
pro forma enterprise value is approximately $1.0 billion at the PIPE price of $10.00 per
share, assuming minimal redemption from existing
Centricus shareholders.
- This transaction will accelerate the next stages of Arqit's
business plan, including the
mass commercialization of its
products and the launch of two satellites, which is targeted for 2023.
- Investor webcast and call is
scheduled for May 12, 2021, at 9:00 AM EST / 2:00 PM
BST.
NEW YORK and LONDON, May 12,
2021 /PRNewswire/ -- Arqit Limited ("Arqit"), a leader in
quantum encryption technology and Centricus Acquisition Corp.
(Nasdaq: CENH) (Nasdaq: CENHW) (Nasdaq: CENHU) ("Centricus"),
a special purpose acquisition company, have entered into a
definitive agreement that would result in Arqit becoming a
publicly listed company (the "Business Combination
Agreement"). Upon closing of the transaction, a newly
formed Cayman holding company, Arqit Quantum Inc., will merge
with Centricus, acquire Arqit and
register its shares for listing on the
Nasdaq Stock Market.
Arqit has pioneered a unique quantum encryption technology,
QuantumCloud™, which makes the communications links of any
networked device secure against current and future forms of hacking
– even an attack from a
quantum computer.
Currently "public key infrastructure" or "PKI" is used to
encrypt most of the world's communications, however PKI was
designed in the 1980s and is no longer fit for purpose in a
hyperconnected world. Furthermore, within this decade quantum
computers will likely be able to break PKI's
encryption algorithms.
Symmetric encryption is a well understood encryption technology
that is known to be more secure than PKI, including against
quantum attack. However, to date there has been no secure way
to distribute symmetric encryption keys at scale. Arqit
has invented a way to create those keys at end points when
they are needed, at scale, securely, at any kind of end point
device and in groups of any size. Arqit's
product, QuantumCloud™, is
symmetric encryption, reborn for the cloud.
QuantumCloud™ puts a small software agent at any end point
device. This software creates an unlimited number of
symmetric keys with partner devices. The process is very
simple and fast. Currently Arqit's system uses source keys
which are originated in data centres, however by 2023 it plans
to launch two quantum satellites to assume that role. Those
satellites will use a transformational new quantum protocol
invented by Arqit which solve all of the known problems of
satellite quantum key distribution. They will create a
backbone of secure keys within data centres all over the world,
and a quantum safe
boundary protecting those data centres.
A customer/user can create an infinite number of symmetric key
pairs, in groups as large as are needed. Keys are never
"delivered", so they cannot be intercepted. They are created
at the end points and therefore can never be known by third
parties. They can be used only once if necessary and
replaced frequently. The service is sold and fulfilled on a
self-service basis in the cloud making
it an easily scalable business model.
Arqit believes its solution will provide a transformation in
cyber security that provides a simple and elegant
migration from existing encryption technology and will also protect against
quantum attack.
Arqit's current customers include the UK Government, the
European Space Agency, BT plc, and Sumitomo
Corporation. In addition, many companies like Verizon, BP,
Northrop Grumman and Iridium are
currently testing the use
of Arqit's technologies in different use cases.
It is estimated that the global addressable market for
information security and risk management will be approximately
$194 billion by the end of 2024, as
government, military, cybersecurity, telecoms and financial
services players move at speed to protect themselves and their
customers from critical security breaches.
Manfredi Lefebvre d'Ovidio,
Chairman of both Centricus and Heritage Group, which was the anchor
investor in the PIPE transaction, said: "Arqit is a unique company,
with disruptive deep technology that will ensure a safer
environment for businesses and people. David and his team have
built an extraordinary enterprise and we are delighted to support
Arqit's development. Garth and the Centricus Acquisition Corp. team
have done a remarkable job and we are extraordinarily pleased to be
able to announce our partnership. I and my colleague Carlo Calabria have accepted David's invitation
to remain on the board and to work tirelessly to bring all of our
skills and relationships around the world to bear to help to
hyperscale this business."
Centricus CEO Garth Ritchie said:
"This transaction will give Arqit the ability to establish itself
as a leader in the encryption space - the prospect of the
threat from quantum computing will serve to accelerate the
broad adoption of Arqit technology. This is a deep tech company
which is many years ahead of the market. Arqit has protected
its IP by remaining in stealth mode whilst filing over
1,000 claims on more than a dozen patent applications. It is
thanks to funding from the British Government and its
VC partners that Arqit is now
ready to commercialise and scale its
product suite; this will complement an already
strong cohort of launch customers. The executive and advisory team
are a 'transatlantic who's who' of relevant cybersecurity,
space and military experience - this team also enjoys
peerless access to relevant enterprise
customers."
David Williams, Arqit CEO said:
"The world needs simpler, stronger cyber security, and
Arqit addresses that need. After four years of innovation
in stealth mode by a world leading multi- disciplinary teams
of scientists and engineers, we are ready to go to
market. This technology is important and we need to take
it to hyperscale as quickly as possible, because the problems we
solve are problems for everyone. The capital from this
transaction will enable us to develop critical relationships
with existing and new customers and fully scale our platform as a
service with a balance sheet which gives us speed, momentum
and the resilience to deliver on our commitments
to customers for the long term."
Transaction Overview
The transaction values the combined company at a pro forma
enterprise value of approximately $1.0
billion, and is expected to provide up to $400 million of gross proceeds to Arqit from a
combination of $345 million of cash
held in Centricus' trust account (assuming minimal redemption from
Centricus existing shareholders), and approximately $70 million from a fully committed PIPE. All
existing shareholders and investors will continue to hold their
equity ownership, and current Arqit shareholders will remain the
majority owners of the combined company at closing.
In addition to financial investors, strategic investors Heritage
Group, Virgin Orbit and Sumitomo Corporation have agreed to invest
in the PIPE offering.
The proposed transaction was unanimously approved by Arqit's
board of directors as well as Centricus' board of directors
and is expected to be completed by the end of the third quarter of
2021. The proposed transaction will be subject to approval by
Centricus' shareholders and satisfaction or waiver
of the closing conditions identified
in the Business Combination Agreement.
Additional information about the proposed transaction, including
a copy of the Business Combination Agreement, will be provided
in a Current Report on Form 8-K to be filed by Centricus with
the Securities and Exchange Commission (the "SEC") and will be
available at www.sec.gov. In addition, Arqit Quantum Inc., a
newly formed Cayman holding company, intends to file a registration
statement on Form F-4 with the SEC, which will include a proxy
statement/prospectus of Centricus, and will file other
documents regarding the proposed transaction
with the SEC.
Advisors
Deutsche Bank is serving as financial advisor and capital
markets advisor to Arqit and as a placement agent on the PIPE
offering. J.P. Morgan is serving as financial advisor to
Centricus in connection with the business combination and as a
placement agent on the PIPE offering. White & Case LLP
is serving as legal advisor to Arqit Limited. Latham
& Watkins LLP is serving as legal advisor
to Centricus Acquisition Corp. Sidley Austin LLP is serving as legal advisor
to the placement agents.
Investor Conference Call Information
Arqit and Centricus will host a joint investor conference call
to discuss the proposed transaction on May 12, 2021, at
9:00 AM EST / 2:00 PM BST. Interested parties may listen to the
prepared remarks call via:
Conference Call Information
United States Toll-Free: +1 833 470 1428
United States Toll / International: +1
404 975 4839
Access Code: 267151
Replay
When the call is complete, participants can stream the replay of
the call by:
Visiting https://www.netroadshow.com/ and entering the Entry
Code: arqit100
or
Clicking https://www.netroadshow.com/nrs/home/#!/?show=efcf90ad
The investor presentation and a transcript of the audio
recording will be provided in a Current
Report on Form 8-K to be filed
by Centricus with the SEC and will be
available at www.sec.gov.
About Arqit
Arqit has invented a unique quantum encryption technology which
makes the communications links of any networked device secure
against current and future forms of hacking – even an attack from a
quantum computer. Arqit's product, called QuantumCloud™ creates
unbreakable software encryption keys which are easy and efficient
to use remotely with no hardware or disruption to software
required. The software has universal application to every edge
device and cloud machine in the world.
Headquartered in the United
Kingdom with subsidiaries in the
United States, Arqit was founded in 2017 by UK
satellite industry veteran David
Williams. Arqit's venture investors included
Notion Capital, Seraphim Space, Evolution
Equity and the UK government's Future Fund.
About Centricus Acquisition Corp.
Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) is a
blank check company incorporated as a Cayman Islands exempted limited liability
company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. Centricus
Acquisition Corp., chaired by Manfredi Lefebvre d'Ovidio,
raised $345 million in its IPO in
February 2021, which was upsized due
to strong demand and included the underwriters' full
over-allotment option. Centricus Acquisition Corp. was founded
by the London-based global
investment firm Centricus, the Monaco-based investment group
Heritage and Carlo Calabria.
Additional Information
This communication is being made in respect of the proposed
transaction involving Arqit Limited ("Arqit"), Centricus
Acquisition Corp. ("Centricus") and Arqit Quantum Inc. ("Pubco"), a
newly formed Cayman holding company. 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 securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the proposed transaction, Pubco will file with the
Securities and Exchange Commission ("SEC") a registration statement
on Form F-4 that will include a proxy statement of Centricus in
connection with Centricus' solicitation of proxies for the vote by
Centricus' shareholders with respect to the proposed transaction
and other matters as may be described in the registration
statement. Pubco and Centricus also plan to file other documents
with the SEC regarding the proposed transaction and a proxy
statement/prospectus will be mailed to all holders of Centricus'
Class A ordinary shares.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement/prospectus, as well as other filings containing information about Arqit and
Centricus will be available without charge at the SEC's Internet
site (http://www.sec.gov). Copies of the proxy
statement/prospectus can also be obtained, when available, without
charge, from Arqit's website at www.arqit.uk, or by directing
a request to: Centricus Acquisition Corp., PO Box
309, Ugland House, Grand
Cayman, KY1- 1104, Cayman Islands.
Participants in the Solicitations
Arqit, Centricus and certain of their respective directors,
executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Centricus' shareholders in
connection with the proposed transaction. Information about
Centricus' directors and executive officers and their ownership of
Centricus' securities will be set forth in the proxy
statement/prospectus when available. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will
be included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other
interested persons should read the proxy statement/prospectus
carefully when it becomes available before making any voting
or investment decisions. You may obtain free copies
of these documents from the
sources indicated above.
No Offer or Solicitation
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 securities in any jurisdiction 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, or an exemption therefrom.
Caution About Forward-Looking Statements
This communication includes forward-looking statements. These
forward-looking statements are based on Arqit's and
Centricus's expectations and beliefs concerning future events and
involve risks and uncertainties that may cause actual results
to differ materially from current expectations. These factors
are difficult to predict accurately and may be beyond Arqit's and
Centricus's control. Forward- looking statements in this
communication or elsewhere speak only as of the date made.
New uncertainties and risks arise from time to time, and it is
impossible for Arqit and Centricus to predict these events or
how they may affect Arqit and Centricus. Except as required by law,
neither Arqit and Centricus has any duty to, and does not
intend to, update or revise the forward-looking statements
in this communication or elsewhere after the date this
communication is issued. In light of these risks and
uncertainties, investors should keep in mind that results, events
or developments discussed in any forward-looking statement
made in this communication may not occur. Uncertainties and
risk factors that could affect Arqit's and Centricus's future
performance and cause results to differ from
the forward-looking statements in this release include, but
are not limited to: (i) that the business combination
may not be completed in
a timely manner or at all, which
may adversely affect the price of Centricus'
securities, (ii) the risk that the business combination may not be
completed by Centricus' business combination deadline and the
potential failure to obtain an extension of the
business combination deadline if sought by Centricus, (iii)
the failure to satisfy the conditions to the consummation of
the business combination, including the approval of the
Business
Combination Agreement by the shareholders of Centricus and the satisfaction of
the minimum trust account amount following any
redemptions by Centricus' public shareholders, (iv) the lack of a
third–party valuation in determining whether or not to pursue
the business combination, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Business Combination
Agreement, (vi) the
effect of the announcement or pendency of the
business combination on the Company's business relationships, operating results, and business generally,(vii)
risks that the business combination disrupt current plans and
operations of the Company, (viii) the outcome of any legal
proceedings that may be instituted against the Company or against
Centricus related to the Business Combination Agreement or the
business combination, (ix) the ability to maintain the listing
of Centricus' securities on a national securities exchange, (x)
changes in the competitive and regulated industries in which
the Company operates, variations in operating performance
across competitors, changes in laws and regulations affecting the
Company's
business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the business
combination, and identify and realize additional
opportunities, (xii) the potential inability of the Company to
convert its pipeline or orders in backlog into revenue, (xiii)
the potential inability of the Company to successfully deliver its
operational technology which is still in development, (xiv)
the potential delay of the commercial launch of the Company's
products, (xv) the risk of interruption or failure of the Company's
information technology and communications
system and (xvi) the enforceability of the
Company's intellectual property.
Contacts:
Arqit Limited
UK - Montfort Communications : +44 (0)
20 3514 0897
Nick Miles: +44 (0)
7739 701634, miles@montfort.london
Olly Scott: +44 (0) 7812 345205, scott@montfort.london
James Olley: +44 (0) 7974 982302, jolley@montfort.london
US -
Nicholas Fox: +1 (347) 882 0804, nickarfox@gmail.com
Centricus Acquisition Corp.
James Leviton Finsbury Glover Hering
+44 (0) 20 7251 3801
centricus@finsbury.com
Registered number:
10544841. Registered Office: 3 More London Riverside London SE1 2RE