System1 Confirms Receipt of Indication of Interest for Total Security From Just Develop It
September 06 2023 - 6:00AM
Business Wire
System1, Inc. (NYSE: SST) (“System1” or the “Company”), an
omnichannel customer acquisition marketing platform, announced
today that it is in receipt of a non-binding indication of interest
from Just Develop It Limited (“Just Develop It”) regarding the
possible acquisition of Total Security Limited (“Total Security”).
The offer consists of $240 million in cash, the assumption of
certain potential earnout payments in respect of Total Security and
the delivery of approximately 29 million System1 shares held by
Just Develop It and related persons.
A special committee of the System1 board of directors has been
formed that will evaluate among other things, this non-binding
indication of interest. The special committee, together with its
advisors, Solomon Partners and Weil, Gotshal & Manges LLP, are
evaluating the offer and considering alternatives. There can be no
assurance that the transaction described in the non-binding
indication of interest, or any other transaction, will be completed
or, if so, as to the timing, price and other terms and conditions
of any such transaction. The Company does not intend to disclose
developments with respect to this matter until such time as the
board of directors approves a transaction or otherwise deems
further disclosure appropriate, except as required by law or other
regulatory requirements.
About System1, Inc. System1 combines best-in-class
technology & data science to operate its advanced Responsive
Acquisition Marketing Platform (RAMP). System1’s RAMP is
omnichannel and omnivertical, and built for a privacy-centric
world. RAMP enables the building of powerful brands across multiple
consumer verticals, the development & growth of a suite of
privacy-focused products, and the delivery of high-intent customers
to advertising partners. For more information, visit
www.system1.com.
Cautionary Statement Regarding
Forward-Looking Statements This press release includes
“forward-looking statements" within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995, particularly any statements or
materials regarding System1’s future results or “guidance” for
fiscal year 2022. Forward-looking statements include, but are not
limited to, statements regarding System1 or its management team’s
expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other
assumptions that may cause System1’s actual financial results or
operating performance to be materially different from those
expressed or implied by these forward-looking statements. Readers
or users of this press release should evaluate the risk factors
summarized below, which summary list is not exclusive. Readers or
users of this press release should also carefully review the “Risk
Factors” and other information included in our Annual Report on
Form 10-K for the fiscal year ending December 31, 2022, as well as
our registration statements on Form S-4 (including the related
proxy statement/prospectus) with respect to the Business
Combination with Trebia Acquisition Corp. and on Form S-1, each
filed with the Securities and Exchange Commission (the “SEC”), as
well as System1’s Form 10-Q’s, Form 8-K’s and other reports filed
with the SEC from time to time. Please refer to these SEC filings
for additional information regarding the risks and other factors
that may impact System1’s business, prospects, financial results
and operating performance following completion of the Business
Combination.
Such risks, uncertainties and assumptions include, but are not
limited to: (1) the ability to maintain, grow, process, utilize and
protect the data we collect from consumers; (2) the ability to
maintain our relationships with network partners and advertisers;
(3) the performance of our responsive acquisition marketing
platform, or RAMP; (4) changes in client demand for our services
and our ability to adapt to such changes; (5) the ability to
maintain and attract consumers and advertisers in the face of
changing economic or competitive conditions; (6) the ability to
improve and maintain adequate internal control over financial
reporting and remediate identified material weaknesses; (7) the
ability to successfully source and complete acquisitions and to
integrate the operations of companies System1 acquires; (8) the
ability to raise financing in the future as and when needed or on
market terms; (9) the ability to compete with existing competitors
and the entry of new competitors in the market; (10) changes in
applicable laws or regulations and the ability to maintain
compliance with the various laws that our business and operations
are subject to; (11) the ability to protect our intellectual
property rights; and (12) other risks and uncertainties indicated
from time to time in our filings with the SEC. The foregoing list
of factors is not exclusive.
Should one or more of these risks or uncertainties materialize,
they could cause our actual results to differ materially from any
forward-looking statements contained in this press release.
System1’s independent auditors have not audited, reviewed, compiled
or performed any procedures with respect to the forward-looking
statements for the purpose of their inclusion in this press
release, and accordingly, do not express an opinion or provide any
other form of assurance with respect thereto for the purpose of
this press release. System1 will not undertake any obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise. You should not take
any statement regarding past trends or activities as a
representation that such trends or activities will continue in the
future. Accordingly, you should not put undue reliance on these
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230905349331/en/
Investors: Brett Milotte ICR, Inc.
Brett.Milotte@icrinc.com
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