Transaction will provide Rimini Street
additional growth capital to expand service offerings and
capabilities, strengthen balance sheet, and fund potential
acquisitions;Combined company to be named Rimini Street,
Inc. and trade on NASDAQ as “RMNI”
Rimini Street, Inc. (“Rimini Street” or the “Company”) and GP
Investments Acquisition Corp. (NASDAQ: GPIA; GPIAW; GPIAU)
(“GPIAC”) have entered into a definitive merger agreement, which
will result in the merger of Rimini Street with and into GPIAC. At
closing of the transaction, GPIAC is expected to be renamed Rimini
Street, Inc. and continue trading on NASDAQ under the new ticker
symbol “RMNI.”
Rimini Street, founded in 2005, is the leading global provider
of independent enterprise software support services. The Company
provides subscription-based support services for software products
licensed by Oracle Corporation, SAP SE and other software vendors.
As of March 31, 2017, Rimini Street has reported annual run-rate
revenues exceeding $196 million and has achieved a revenue CAGR of
37% since 2014. The Company employs approximately 900 professionals
across 13 countries of operation, and currently serves over 1,200
clients – including nearly 100 of the Fortune 500 and Global
100.
GPIAC is a special purpose acquisition company (SPAC) created by
GP Investments in May 2015 via an IPO that raised $172.5 million in
proceeds for the purpose of investing in companies with long-term
growth potential in the consumer and services sectors.
Upon transaction closing, Seth A. Ravin, founder, CEO and
chairman of the board of directors of Rimini Street, will be
appointed CEO and chairman of the board of directors of the
combined entity. At closing, the board of directors of the combined
entity is expected to consist of nine directors, of which seven
(including Mr. Ravin) will be designated by Rimini Street and two
will be designated by GPIAC.
“As a high-growth company capitalizing on a large, global
addressable market, Rimini Street presents an attractive investment
opportunity. The Company’s client value proposition, seasoned
management team, track record of execution and years of consecutive
growth are very compelling,” said Antonio Bonchristiano, CEO of
GPIAC and GP Investments, Ltd. “Rimini Street is a proven innovator
and market disruptor.”
“Rimini Street has delivered 45 consecutive quarters of revenue
growth by providing value-driven, innovative support solutions and
exceptional service that meet the global needs of enterprise
software licensees. The combination with GPIAC will provide Rimini
Street additional growth capital to expand service offerings and
capabilities, strengthen our balance sheet and fund potential
acquisitions,” said Mr. Ravin. “We believe that having a public
company structure will further fuel our growth by facilitating
additional sales opportunities and providing additional capital
market access. We are pleased to enter into this transaction and
work with GP Investments, Ltd. as a new investor and business
partner with a proven track record of providing value to growth
companies.”
Transaction Details
Under the terms of the definitive agreement, the transaction
will be funded via the issuance of approximately 63.8 million
shares of GPIAC common stock at $10.00 per share to Rimini Street’s
shareholders. Cash at closing in GPIAC’s trust account and cash
proceeds from the issuance of up to 3.5 million shares of GPIAC
common stock at $10.00 per share to an affiliate of GP Investments,
Ltd. will provide required cash at closing used to pay certain
transaction expenses, reduce net debt and provide additional
balance sheet cash.
The anticipated initial enterprise value is approximately $837
million, implying a multiple of 2.8x 2018E revenue of $295 million,
with a post-closing equity value of $854 million at $10.00 per
share. At consummation of the transaction, a merger subsidiary of
GPIAC will merge with and into Rimini Street, with Rimini Street as
the surviving entity, which would then merge with and into GPIAC,
which will move its jurisdiction of incorporation from the Cayman
Islands to the State of Delaware prior to consummation.
After giving effect to the transaction and certain assumptions,
current GPIAC shareholders are expected to own approximately 25% of
the combined company on a fully-diluted basis, and current Rimini
Street shareholders will exchange their Rimini Street shares for
approximately 75% pro forma ownership of the combined company.
The transaction, which has been approved by the boards of
directors of both companies, is subject to approval of GPIAC and
Rimini Street shareholders and the satisfaction or waiver of
customary closing conditions, including regulatory approvals.
Rimini Street shareholders representing a sufficient amount of
Rimini Street’s capital stock necessary to approve the transaction
have entered into a transaction support and voting agreement
pursuant to which they have agreed to support and vote all of their
shares in favor of the transaction. In addition, at its previously
announced extraordinary general meeting to be held on May 23, 2017,
GPIAC shareholders of record at the close of business on April 24,
2017 must approve certain proposals relating to the proposed
extension from May 26, 2017 to November 27, 2017, the date by which
GPIAC must consummate an initial business combination.
Assuming receipt of such shareholder approvals, government
approvals and satisfaction of all closing conditions, the
transaction is expected to close in the third quarter of 2017.
Citigroup served as financial and capital markets advisor to
GPIAC. Cowen and Company served as financial and capital
markets advisor to Rimini Street. Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal advisor to GPIAC, and Wilson
Sonsini Goodrich & Rosati acted as legal advisor to Rimini
Street.
Conference Call and Investor Presentation
GPIAC and Rimini Street will hold a conference call to discuss
the transaction on Tuesday, May 16, 2017, at 10:00 a.m. EDT. The
conference call can be accessed by dialing 1-855-327-6837
(domestic), or 1-631-891-4304 (international), and asking to join
the GP Investments Acquisition Corp. conference call. Interested
investors and other parties may also view the accompanying investor
presentation filed today with the Securities and Exchange
Commission, and which can be viewed on the SEC website at
www.sec.gov. A replay of the call will be made available and can be
accessed by dialing 1-844-512-2921 (domestic), or 1-412-317-6671
(international), and entering the conference ID number
10003036.
About Rimini Street, Inc.
Rimini Street is the global leader in providing independent
enterprise software support services. The company has redefined
enterprise support services since 2005 with an innovative,
award-winning program that enables Oracle and SAP licensees to save
up to 90 percent on total support costs. Clients can remain on
their current software release without any required upgrades for a
minimum of 15 years. Rimini Street currently serves more than 1,200
global Fortune 500, midmarket, public sector and other
organizations from a broad range of industries as their trusted,
independent support provider. To learn more, please visit
http://www.riministreet.com, follow @riministreet on Twitter and
find Rimini Street on Facebook and LinkedIn.
About GP Investments Acquisition Corp.
GP Investments Acquisition Corp. (GPIAC) was created by GP
Investments in May 2015 via an IPO that raised $172.5 million in
proceeds for the purpose of identifying attractive investment
opportunities in the United States or Europe, with a focus on
companies with long-term growth potential in the consumer and
services sectors. The creation of GPIAC is consistent with GP
Investments' strategy of growing its assets under management via
expansion into different geographies and asset classes, primarily
in the form of permanent capital. The Company’s sponsor is GPIC,
Ltd., a wholly owned subsidiary of GP Investments, Ltd.
About GP Investments, Ltd.
GP Investments, Ltd. is a leading alternative investments firm
with more than 20 years’ experience in corporate investing. The
company has a strong track record of successful equity capital
market transactions, delivering strong returns and building
long-lasting enterprises. Since its inception, the company has
raised approximately $5 billion from international investors and
has invested in more than 50 companies across 15 sectors. In May
2006, GP Investments, Ltd. completed its initial public offering
(IPO), becoming the first listed private equity firm in Brazil. For
more information, please see GP Investments Ltd.'s web site
www.gp-investments.com.
Forward Looking Statements
Certain statements included in this communication are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "may", "should", "would", "plan",
"intend", "anticipate", "believe", "estimate", "predict",
"potential", "seem", "seek", "continue", "future", "will",
"expect", "outlook" or other similar words, phrases or expressions.
These forward-looking statements include, but are not limited to,
statements regarding our industry, future events, the proposed
transaction between GPIAC and Rimini Street, including the
anticipated initial enterprise value and post-closing equity value
as well as expected transaction structure and post-closing
management, the estimated or anticipated future results and
benefits of GPIAC and Rimini Street following the transaction,
including the likelihood and ability of the parties to successfully
consummate the proposed transaction, the expected post-transaction
ownership and cash and debt balances, the expected timing of the
closing of the transaction, future opportunities for the combined
company, Rimini Street’s 2017 and 2018 revenue, adjusted EBITDA and
unlevered free cash flow estimates and forecasts of other financial
and performance metrics, estimates of Rimini Street’s total
addressable market, and projections of customer savings. These
statements are based on various assumptions and on the current
expectations of GPIAC and Rimini Street management and are not
predictions of actual performance, nor are these statements of
historical facts. These statements are subject to a number of risks
and uncertainties regarding GPIAC's and Rimini Street's respective
businesses and the transaction, and actual results may differ
materially. These risks and uncertainties include, but are not
limited to, failure to achieve the necessary shareholder approval
for the proposed extension of the date by which GPIAC must
consummate an initial business combination; changes in the business
environment in which GPIAC and Rimini Street operate, including
inflation and interest rates, and general financial, economic,
regulatory and political conditions affecting the industry in which
Rimini Street operates; adverse litigation developments; inability
to refinance existing debt on favorable terms; changes in taxes,
governmental laws, and regulations; competitive product and pricing
activity; difficulties of managing growth profitably; the loss of
one or more members of GPIAC's or Rimini Street's management team;
the inability of the parties to successfully or timely consummate
the proposed transaction, including the risk that the required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the transaction or
that the approval of the stockholders of GPIAC and/or the
stockholders of Rimini Street for the transaction is not obtained;
failure to realize the anticipated benefits of the transaction,
including as a result of a delay in consummating the transaction or
a delay or difficulty in integrating the businesses of GPIAC and
Rimini Street; uncertainty as to the long-term value of GPIAC
common stock; the inability to realize the expected amount and
timing of cost savings and operating synergies; those discussed in
GPIAC's Annual Report on Form 10-K for the year ended December 31,
2016 under the heading "Risk Factors," as updated from time to time
by GPIAC's Quarterly Reports on Form 10-Q and other documents of
GPIAC on file with the Securities and Exchange Commission ("SEC")
or in the joint proxy statement/prospectus that will be filed with
the SEC by GPIAC. There may be additional risks that neither GPIAC
nor Rimini Street presently know or that GPIAC and Rimini Street
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 provide GPIAC's
and Rimini Street's expectations, plans or forecasts of future
events and views as of the date of this communication. GPIAC and
Rimini Street anticipate that subsequent events and developments
will cause GPIAC's and Rimini Street's assessments to change.
However, while GPIAC and Rimini Street may elect to update these
forward-looking statements at some point in the future, GPIAC and
Rimini Street specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing GPIAC's and Rimini Street's assessments as of any date
subsequent to the date of this communication.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy or an
invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed business combination between Rimini Street and GPIAC or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Important Information for Investors and Stockholders
In connection with the proposed extension of the date by which
GPIAC must consummate an initial business combination, GPIAC filed
with the SEC a definitive proxy statement, dated April 24, 2017 and
first mailed to shareholders on or about such date (the "Extension
Proxy Statement").
In connection with the transactions referred to in this
communication, GPIAC expects to file a registration statement on
Form S-4 with the SEC containing a preliminary joint proxy
statement of GPIAC and Rimini Street that also constitutes a
preliminary prospectus of GPIAC. After the registration statement
is declared effective GPIAC and Rimini will mail a definitive joint
proxy statement/prospectus to stockholders of GPIAC and
stockholders of Rimini Street.
This communication is not a substitute for the Extension Proxy
Statement, the joint proxy statement/prospectus or registration
statement or for any other document that GPIAC may file with the
SEC and send to GPIAC's stockholders and/or Rimini Street's
stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXTENSION
PROXY STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies
of the Extension Proxy Statement, the joint proxy
statement/prospectus (when available) and other documents filed
with the SEC by GPIAC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
GPIAC are available free of charge by contacting GPIAC at 150 E.
52nd Street, Suite 5003, New York, New York 10022, Attn: Investor
Relations.
Participants in the Solicitation
GPIAC and its directors and executive officers and other persons
may be may be considered participants in the solicitation of
proxies with respect to the proposed extension of the date by which
GPIAC must consummate an initial business combination under the
rules of the SEC. GPIAC and Rimini Street and their respective
directors and certain of their respective executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transactions under the rules of the SEC.
Information about the directors and executive officers of GPIAC is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on
March 16, 2017. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are included in the Extension Proxy Statement and also will be
included in the joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
These documents can be obtained free of charge from the sources
indicated above.
© 2017 Rimini Street, Inc. All rights reserved. “Rimini Street”
is a registered trademark of Rimini Street, Inc. in the United
States and other countries, and Rimini Street, the Rimini Street
logo, and combinations thereof, and other marks marked by TM are
trademarks of Rimini Street, Inc. All other trademarks remain the
property of their respective owners, and unless otherwise
specified, Rimini Street claims no affiliation, endorsement, or
association with any such trademark holder or other companies
referenced herein.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170516005968/en/
Investors:GP Investments, Ltd.Joel La Banca Neto, + 55 11
3556-5505joel.labanca@gp-investments.comorIndustry Analysts &
Media:Rimini Street, Inc.Michelle McGlocklin, +1
925-523-8414mmcglocklin@riministreet.comorFinancial Communications
& Capital Markets:EdelmanTed McHugh, +
201-341-0211ted.mchugh@edelman.com
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