A Place for Rover, Inc. (“Rover” or the “Company”), the world’s
largest network of five-star pet sitters and dog walkers, today
announced that Co-Founder & CEO Aaron Easterly and CFO Tracy
Knox will present and host one-on-one investor meetings at the
following investor conferences:
16th Annual Needham
Virtual Technology & Media Conference
Date: Tuesday, May 18, 2021 Virtual
Fireside Chat Time: 8:45 a.m. PT (11:45 a.m.
ET)Webcast:
https://wsw.com/webcast/needham108/rov.e/2354606
Stifel 2021
Virtual Cross Sector Insight Conference
Date: Thursday, June 10, 2021Virtual
Fireside Chat Time: 1:00 p.m. PT (4:00 p.m. ET)
Webcast:
https://wsw.com/webcast/stifel47/rov.e/2190772
On February 11, 2021, Rover entered into a definitive business
combination agreement with Nebula Caravel Acquisition Corp.
(Nasdaq: NEBC) (“Caravel”). Caravel is a publicly traded special
purpose acquisition company sponsored by True Wind Capital. The
transaction values Rover at an enterprise value of approximately
$1.350 billion.
About RoverFounded in 2011 and based in
Seattle, Rover® is the world’s largest network of five-star pet
sitters and dog walkers. Rover connects dog and cat owners with pet
care whenever they need it. Millions of services have been booked
on Rover, including pet sitting, dog walking, in-home boarding,
drop-in visits, doggy day care, and grooming in select
markets.
Rover makes it easier for people to have pet love in their lives
through the Rover Guarantee, 24/7 support, vet consultations, and
GPS walk mapping. And by sharing expertise on TheDogPeople.com, a
trusted resource for millions of dog and cat parents worldwide,
Rover provides tips and articles that delight, inform, and enhance
the bond between people and their pets. To learn more about Rover,
please visit http://www.rover.com.
About True Wind Capital True Wind Capital
is a San Francisco-based private equity firm focused on investing
in leading technology companies. True Wind has a broad investing
mandate, with deep industry expertise across software, data
analytics, tech-enabled services, internet, financial technology,
and hardware. Rover will be True Wind’s 8th platform
investment.
About Nebula Caravel Acquisition
Corp. Nebula Caravel Acquisition Corp
(Nasdaq: NEBC) (“Caravel”) is a blank check company sponsored
by True Wind and led by Adam H. Clammer and James H. Greene,
Jr., who serve as Chief Executive Officer and Chairman,
respectively, formed for the purpose of partnering with one
high-quality technology business. Caravel follows Nebula
Acquisition Corporation’s successful merger with Open
Lending in June 2020.
Important Information and Where to Find It
This press release relates to the proposed merger involving
Nebula Caravel Acquisition Corp. (“Caravel”) and A Place for Rover,
Inc. (“Rover”). Caravel has filed a preliminary Registration
Statement on Form S-4 with the SEC, which includes a proxy
statement and prospectus of Caravel and an information statement of
Rover, and each party will file other documents with the SEC
regarding the proposed transaction. A definitive proxy
statement/prospectus/information statement will also be sent to the
stockholders of Caravel and Rover, seeking any required stockholder
approvals. Before making any voting or investment decision,
investors and securityholders of Caravel and Rover are urged to
carefully read the entire registration statement and proxy
statement/prospectus/information statement, when they become
available, and any other relevant documents filed with the SEC, as
well as any amendments or supplements to these documents, because
they will contain important information about the proposed
transaction. The documents filed by Caravel with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge from Caravel upon written request to Nebula Caravel
Acquisition Corp., Four Embarcadero Center, Suite 2100, San
Francisco, California 94111.
Participants in the Solicitation
Caravel, Rover and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Caravel, in favor
of the approval of the merger. Information regarding Caravel’s
directors and executive officers is contained in the section of
Caravel’s Form S-4 titled “Information About Carvel”, which was
filed with the SEC on March 29, 2021. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the registration statement and the proxy
statement/prospectus/information statement and other relevant
documents filed with the SEC when they become available. Free
copies of these documents may be obtained as described in the
preceding paragraph.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
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 will 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. No offering of
securities will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Caravel’s and Rover’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 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,” “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
the section of Caravel’s Form S-4 titled “Risk Factors” which was
filed with the SEC on March 29, 2021. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
based on Caravel’s or Rover’s management’s current expectations and
beliefs, as well as a number of assumptions concerning future
events. 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 neither Caravel nor Rover 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 Caravel has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Caravel’s reports
filed with the SEC and those identified elsewhere in this press
release, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: risks and uncertainties related to the
inability of the parties to successfully or timely consummate the
merger, including the risk that any required regulatory approvals
or stockholder approvals of Caravel or Rover are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the merger is not obtained, failure to realize the anticipated
benefits of the merger, risks related to Rover’s ability to execute
on its business strategy, attract and retain users, develop new
offerings, enhance existing offerings, compete effectively, and
manage growth and costs, the duration and global impact of
COVID-19, the number of redemption requests made by Caravel’s
public stockholders, the ability of the combined company to meet
Nasdaq’s listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the merger, the inability to complete the private
placement of common stock of Caravel to certain institutional
accredited investors, the risk that the announcement and
consummation of the transactions disrupts Rover’s current plans and
operations, costs related to the transactions, the outcome of any
legal proceedings that may be instituted against Caravel, Rover, or
any of their respective directors or officers, regarding the
proposed transaction, the ability of Caravel’s or the combined
company to issue equity or equity-linked securities in connection
with the proposed business combination or in the future, the
failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and those
factors discussed in documents of Caravel filed, or to be filed,
with SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in Caravel’s most recent reports on Form
8-K, which are available, free of charge, at the SEC’s website at
www.sec.gov, and in the Registration Statement on Form S-4 and
Caravel’s proxy statement/prospectus/information statement when
available. Any financial projections in this press release are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Caravel’s and Rover’s control. While all
projections are necessarily speculative, Caravel and Rover 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
press release should not be regarded as an indication that Caravel
and Rover, 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 press release is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Caravel and is not intended to form the basis of
an investment decision in Caravel. All subsequent written and oral
forward-looking statements concerning Caravel and Rover, the
proposed transaction or other matters and attributable to Caravel
and Rover or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Contacts
For RoverInvestors:
brinlea@blueshirtgroup.comBrinlea
Johnson(415) 269-2645
Media: pr@rover.comKristin Sandberg(360) 510-6365
For True Wind Capital Stephanie
Portillopress@truewindcapital.com
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