IRVINE, Calif. and NEW YORK, May 27,
2021 /PRNewswire/ -- Acorns Grow Incorporated
("Acorns"), the saving and investing app, has entered into a
definitive business combination agreement with Pioneer Merger Corp.
(NASDAQ: PACX) ("Pioneer"), a publicly traded special purpose
acquisition company. The combined company (the "Company") will
continue as a publicly listed entity and have an expected pro forma
fully-diluted equity value of approximately $2.2 billion, assuming no redemptions.
"I am humbled to represent everyday Americans in the global public
markets," said Noah Kerner, CEO of
Acorns.
Institutional investors including Wellington Management,
Senator, Declaration Partners, Greycroft, The Rise Fund, TPG's
global impact investing platform, and funds and accounts managed by
BlackRock have participated. The oversubscribed, upsized PIPE was
raised at $10.00 per share. Rooted in
its mission to look after the financial best interests of the
up-and-coming, Acorns has grown into the largest subscription
service in U.S. consumer finance, with 4+ million loyal subscribers
saving and investing for a better future together. Going public
will help accelerate our growth and put the responsible tools of
wealth-making in everyone's hands when they need it most.
"I am humbled to represent everyday Americans in the global
public markets," said Noah Kerner,
CEO of Acorns. "With the backing of trusted investors including
BlackRock, PayPal, NBCUniversal and Comcast Ventures, we are
putting the tools of wealth making in everyone's hands and making
it possible for everyday consumers to responsibly manage their
money over the long-term. Going public will help elevate our story,
introduce many more people to the power of compounding and
financial wellness, and bring financial literacy to the
mainstream."
The transaction is expected to close in the second half of 2021.
Upon completion, the Company will operate as Acorns Holdings, Inc.
and is expected to trade under the symbol "OAKS" on the Nasdaq
Capital Market ("Nasdaq"). The new Acorns will continue to be led
by Noah Kerner, Chief Executive
Officer, and the Company's experienced management team.
As part of the merger, Kerner plans to contribute 10% of his
personal ownership in Acorns to fund a novel program giving shares
to eligible customers. Pioneer's sponsor is also planning to give
10% of its ownership in Acorns to this same program.
"Our loyal customers have gotten us here," said Kerner. "They've
earned a right to become owners alongside us, and help us grow
together into the mighty oak that Acorns was meant to become. To
that end, we intend to introduce our share rewards program that
will allow eligible customers to own a piece of the company and an
even greater piece as they invite others to start the path toward
financial wellness."
Jonathan Christodoro, Chairman of
Pioneer, said, "Acorns is not only a category leader but also a
category creator. Its value proposition is built around inclusive,
long-term financial wellness. With integrity at its core, the brand
has an incredibly loyal following and market leading retention
rates. I could not be more excited to partner with Acorns."
Acorns Financial Wellness System
Launched at the end of 2014, Acorns has grown thoughtfully and
rapidly to help everyday Americans responsibly manage their money
for the long term. Acorns combines education, investing, banking
and earning into one cohesive experience that puts the tools of
wealth-making in everyone's hands. The Company has pioneered
subscription-based pricing in the financial industry with three
membership levels: Lite ($1/mo) which
includes basic investing, education, and earning tools; Personal
($3/mo) which adds retirement,
banking, and smart deposit tools to invest and grow more; and
Family ($5/mo) which includes all
individual products plus Acorns Early - investing, education,
rewards, and gifting for the family. For a simple monthly
subscription, everyday Americans have access to a financial
wellness system in one, intuitive app. The future of Acorns
includes more tiers, products, and benefits to help our customers
continue growing.
Transaction Summary
Upon completion of the transaction, the combined company is
expected to have a fully-diluted equity value on a pro forma basis
of approximately $2.2 billion,
assuming no redemptions. Following the transaction, the Company
will have significant capital flexibility for continued organic and
inorganic growth. Existing Acorns equity holders, including
management, will become the majority owners of the Company.
The transaction has been unanimously approved by the boards of
both Acorns and Pioneer and is expected to close in the second half
of 2021, subject to approval by Pioneer's stockholders, the
effectiveness of a registration statement to be filed with the
Securities and Exchange Commission (the "SEC") in connection with
the transaction, and other customary closing conditions.
Additional information about the transaction, including a copy
of the business combination agreement and investor presentation,
will be included in a Current Report on Form 8-K to be filed by
Pioneer with the SEC and available at www.sec.gov. In addition,
Pioneer intends to file a registration statement on Form S-4 with
the SEC, which will include a proxy statement/consent solicitation
statement/prospectus, and will file other documents regarding the
proposed transaction with the SEC.
Advisors
Citi is serving as exclusive capital markets advisor to Pioneer,
and Kirkland & Ellis LLP is serving as legal counsel to Pioneer
in connection with the transaction.
Moelis & Company LLC is serving as exclusive financial and
capital markets advisor to Acorns, and Paul Hastings LLP is serving
as legal counsel to Acorns in connection with the
transaction.
Citi is serving as exclusive placement agent on the concurrent
private placement and Latham and
Watkins LLP is serving as legal counsel to the placement agent.
Webcast Information
A webcast presentation hosted by the management of Pioneer and
Acorns regarding the transaction can also be found at the following
link: Acorns.com/IR
About Pioneer Merger Corp.
Pioneer Merger Corp., led by Chairman Jonathan Christodoro, Co-Presidents Rick Gerson and Oscar
Salazar, Chief Executive Officer Ryan Khoury and Directors Mitch Caplan and Todd
Davis, leverages its leadership team's experiences to create
significant long-term value for the Company's shareholders. The
team's experiences include: Oscar
Salazar as co-founder of Uber, Todd
Davis as co-founder and former CEO of Lifelock, Mitchell Caplan as former CEO of E*Trade and
Jonathan Christodoro as a director
at PayPal, Lyft, Xerox, Hologic, eBay and other technology based
public companies.
About Acorns
Acorns Grow Incorporated is the largest subscription service in
U.S. consumer finance, helping 4+ million everyday American
subscribers save and invest for the future. Acorns has easy-to-use,
mobile-first technology that makes it simple for anyone to set
aside and invest life's spare money. Acorns customers automatically
invest in a low-cost, diversified portfolio of exchange-traded
funds offered by some of the world's top asset managers (including
Vanguard and BlackRock). Customers invest in one of nine portfolios
constructed with help from world-renowned Nobel laureate economist
Dr. Harry Markowitz. Acorns uses
smart portfolio algorithms to automatically work in the background
of life, helping users build wealth naturally, pennies at a time.
From Acorns mighty oaks do grow.
Acorns is accessed simply and easily via the app for iPhone,
Android, or desktop.
Visit Acorns.com for more.
Important Information and Where to Find It
This communication is being made in respect of the proposed
business combination transaction involving Pioneer and Acorns. A
full description of the terms of the transaction is expected to be
provided in a registration statement on Form S-4, which will
include a proxy statement of Pioneer, a consent solicitation
statement or Acorns and prospectus of Pioneer, to be filed by
Pioneer with the SEC. Pioneer urges investors, stockholders and
other interested persons to read, when available, the preliminary
proxy statement/consent solicitation statement/prospectus as well
as other documents filed with the SEC because these documents will
contain important information about Pioneer, Acorns and the
transaction. After the registration statement is declared
effective, the definitive proxy statement/consent solicitation
statement/prospectus to be included in the registration statement
will be mailed to stockholders of Pioneer as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain a copy of the proxy statement/consent
solicitation statement/prospectus, without charge, by directing a
request to: Pioneer Merger Corporation, 660 Madison Avenue,
New York, NY 10065. The
preliminary and definitive proxy statement/consent solicitation
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC's
website (www.sec.gov). The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Participants in the Solicitation
Pioneer and Acorns, and their respective directors and executive
officers, may be considered participants in the solicitation of
proxies with respect to the potential transaction described in this
press release under the rules of the SEC. Information about the
directors and executive officers of Pioneer is set forth in
Pioneer's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed
with the SEC on March 31, 2021, and
its Current Report on Form 8-K, which was filed with the SEC on
February 25, 2021. Information
regarding other persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the stockholders in
connection with the potential transaction will be set forth in the
proxy statement/consent solicitation statement/prospectus when it
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Pioneer or Acorns, nor shall there be any sale of any such
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 state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking Statements
This press release includes, and oral statement made from time
to time by representatives of Pioneer and Acorns may contain,
statements that are not historical facts but are forward looking
statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "could," "will," "estimate," "continue,"
"anticipate," "intend," "target," "goal," "expect," "should,"
"would," "plan," "predict," "project," "forecast," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, Pioneer's and Acorns ability to consummate the
transaction between them, the estimated implied enterprise value of
the Company, the capabilities and benefits to customers of Acorns
technology platform, Acorns ability to scale and grow its business,
the cash position of the Company following closing, the timing of
the closing of the transaction and Pioneer's ability to obtain the
financing through the PIPE and non-redemption commitment necessary
to consummate the potential transaction. These statements are based
on various assumptions and on the current expectations of Pioneer's
and Acorns management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Pioneer and
Acorns. These forward looking statements are subject to a number of
risks and uncertainties, including Acorns ability to attract and
retain customers and expand customers' use of Acorns products or
services; market, financial, political and legal conditions; the
impact of the COVID-19 pandemic on Acorns business and the global
economy; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any 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 proposed business combination or that the approval of the
stockholders of Pioneer or Acorns is not obtained; failure to
realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected
financial and operating information with respect to Acorns; risks
related to future market adoption of Acorns offerings; risks
related to Acorns market strategy and subscription business model;
the effects of competition on Acorns future business; the amount of
redemption requests made by Pioneer's public stockholders; the
ability of Pioneer or the combined company to issue equity,
including in the PIPE, or equity-linked securities in connection
with the proposed business combination or in the future, and those
factors discussed in Pioneer's final prospectus filed on
January 11, 2021, Annual Report on
Form 10-K for the fiscal year ended March
31, 2021, in each case, under the heading "Risk Factors,"
and other documents of Pioneer filed, or to be filed, with the SEC.
If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Pioneer and Acorns presently do not know or that they 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 reflect Pioneer's and Acorns
expectations, plans or forecasts of future events and views as of
the date of this press release. Pioneer and Acorns anticipate that
subsequent events and developments will cause their assessments to
change. However, while Pioneer and Acorns may elect to update these
forward-looking statements at some point in the future, Pioneer and
Acorns specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Pioneer's or Acorns assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Investor Contact:
Naomi@bevelpr.com
Media Contact:
Jessica
Schaefer
Jessica@acorns.com
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SOURCE Acorns