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Collective Growth Corporation

Collective Growth Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Innoviz Technologies Ltd.

ENTERPRISE VALUE: $1.033 billion
ANTICIPATED SYMBOL: INVZ

Collective Growth Corp. proposes to combine with Innoviz Technologies Ltd. (“Innoviz”),a technology leader of high-performance, solid-state LiDAR sensors and perception software, in a transaction sponsored by Antara Capital LP and Perception Capital Partners LLC.

The transaction is supported by a $200 million fully committed common stock PIPE led by Antara Capital and includes strategic investments from Magna International, Innoviz’s Tier-1 partner.  Upon completion of the transaction, the combined Company will retain the Innoviz Technologies, Ltd. name and is expected to be listed on NASDAQ under the ticker symbol “INVZ”.

Founded in 2016, Innoviz, alongside its mobility tech partner Magna International, was the first to bring a high-end solid-state LiDAR to market and meet the stringent requirements of automotive OEMs, robotaxi companies and Tier 1 suppliers for sensor safety, reliability, durability, low-power consumption, range, resolution, cost and size. The Company has continued to break new ground and enable consumer autonomous vehicle adoption by delivering LiDAR with unparalleled performance at a price point that allows for adoption and mass production. The Company was one of the first to innovate up the AV stack and develop perception software to accompany its LiDAR products, and many other industry participants followed Innoviz’s approach. Innoviz’s leading solid-state LiDAR sensors and perception software are built and priced for mass produced consumer autonomous vehicles, a market that accounts for approximately two thirds of the total addressable market for LiDAR in the near term.

In addition to Magna International, Innoviz has established several partnerships with other world leading Tier 1 automotive suppliers, such as HARMAN, Aptiv and HiRain, which is active in China. These partners are some of the most influential companies in the automotive industry and have extensive experience with driver assistance and autonomous driving systems.

TRANSACTION

The Transaction is expected to provide up to $350 million in gross proceeds comprised of Collective Growth’s $150 million of cash held in trust, assuming no redemptions by public stockholders, and $200 million from a fully committed ordinary share PIPE at $10.00 per share, including strategic investments from Magna International, Innoviz’s Tier-1 partner, Antara Capital, co-sponsor and the largest investor in the PIPE, Phoenix Insurance and other institutional investors.

The combined Company is expected to have an estimated equity value of approximately $1.4 billion and is expected to be listed on NASDAQ under the ticker symbol “INVZ”.  All current Innoviz stockholders will retain the entirety of their existing equity holdings in the combined Company.

The transaction is targeted to close in the first quarter of 2021.

Following completion of the transaction, Founder Omer Keilaf will continue to serve as CEO.

EARNOUT

Pursuant to the Business Combination Agreement, if the last sale price of the Company Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) is greater than $10.97 for any ten (10) trading days out of a twenty (20) consecutive trading-day period at any time during the four years after the consummation of the Transactions, Perception, Antara and certain members of the Company’s management may be issued additional Company Ordinary Shares as follows:

  • (1) to Perception as additional consideration for services provided by Perception to the Company (x) 2,477,269 Company Ordinary Shares if the Initial Transaction Proceeds is equal to or greater than $150,000,000 or (y) a number of Company Ordinary Shares equal to the difference of (A) 2,477,269 and (B) the product of (i) 0.3866 and (ii) an earnout calculation (“Perception Earnout Calculation”) set forth in the Business Combination Agreement if the Initial Transaction Proceeds are less than $150,000,000 (such shares issuable to Perception, the “Perception Earnout Shares”); and
  • (2) to the Company Management, 1,423,718 Company Ordinary Shares (such shares, the “Management Earnout Shares”)

PIPE

SUBSEQUENT EVENT – 8-K filed 1/5/21

  • On December 30, 2020, the Company entered into an additional Subscription Agreement with an Investor providing for the purchase of an additional 3,000,000 PIPE Shares at a price per share of $10.00, for additional gross proceeds to the Company of $30,000,000. 
  • The total gross proceeds to the Company from the sale of PIPE Shares is now $230,000,000

Original PIPE:

  • $200 million from a fully committed ordinary share PIPE at $10.00 per share
  • Investors include:
    • Magna International, Innoviz’s Tier-1 partner
    • Antara Capital, co-sponsor and the largest investor in the PIPE
    • Phoenix Insurance
    • other institutional investors.

ADVISORS

  • Goldman Sachs & Co. LLC is serving as exclusive Financial advisor and Placement Agent to Innoviz.
  • Latham & Watkins LLP and Meitar | Law Offices are serving as Legal Advisors to Innoviz.
  • Akin Gump Strauss Hauer & Field LLP and Faegre Drinker Biddle & Reath LP are serving as Legal Advisors to sponsors Antara Capital and Perception Capital, respectively.
  • Nechama Brin and Michael Yifrah are serving as Financial Advisors to Perception Capital.
  • Graubard Miller and Goldfarb Seligman & Co. are serving as Legal Advisors to Collective Growth.
  • Cantor Fitzgerald is serving as Financial and Capital Markets Advisor to Collective Growth.

MANAGEMENT & BOARD

Executive Officers

Bruce Linton, 53
Chairman & Chief Executive Officer

Mr. Linton has extensive experience as a public company executive in the cannabis industry. Mr. Linton is Founder and served as the Chairman and Chief Executive Officer of Canopy Growth Corporation, a leading diversified cannabis, hemp and cannabis device company that was the first cannabis producing company in North America to be listed on a major stock exchange, from December 2012 to July 2019. As Chairman and Chief Executive Officer of Canopy Growth Corporation, Mr. Linton led the company through over 13 rounds of financing, 31 acquisitions and $5 billion of capital raises, including a $4 billion investment by Constellation Brands. Mr. Linton joined the board of Vireo Health International, Inc., a medical cannabis business, as Executive Chairman in November 2019. He has also been Executive Chairman of Gage Cannabis Co. since September 2019, Co-Chairman of Martello Technologies Group since 2018, and Co-Founder of and Investor in Ruckify Inc. since 2015. Mr. Linton previously held positions that include Chief Executive Officer of Martello Technologies Group (2013 to 2017), Chief Executive Officer and President of Clearford Industries Canada Inc. (2005 to 2008, 2009 to 2013), General Manager at Computerland.ca (2001 to 2005), President and Co-Founder of webHancer Corp (1999 to 2001), part of the establishing team at CrossKeys Systems Corporation (1992 to 1999), and Government Liaison at Newbridge Networks Corp. He was also formerly a director of Sitebrand Inc. In December 2010, while Mr. Linton was a director of Sitebrand, its wholly-owned subsidiary, Sitebrand.com Inc., filed a Notice of Intention to make a proposal to its creditors and obtained protection from its creditors under the provisions of the Bankruptcy and Insolvency Act and in February 2011 Sitebrand.com Inc. made an assignment in bankruptcy under the provisions of the Bankruptcy and Insolvency Act. While Mr. Linton was a director of Sitebrand, Sitebrand was subject to a cease trade order issued by the Ontario Securities Commission on April 4, 2011 and the British Columbia Securities Commission on April 7, 2011 for failure to file required audited annual financial statements and interim financial statements in the prescribed time. The cease trade order was revoked on August 5, 2011. He received a Bachelor’s Degree from Carleton University.

Geoffrey W. Whaling, 61
President

Mr. Whaling has worked with more than 18 states, various stakeholder groups, the White House, Congress and members of their staff to pass federal legislation legalizing hemp as a commodity crop and removing it from the Controlled Substances Act. Since September 2017, Mr. Whaling has served as Chair and President of the National Hemp Association, a hemp advocacy group. He has also served as the President of the Pennsylvania Hemp Industry Council since February 2016. From October 2018 to November 2019, Mr. Whaling was co-Founder and President of HIP Developments LLC, a division of Canopy Growth USA and also served as strategic advisor to Canopy Growth Corporation from 2015 until November 2019. From January 2015 to October 2018, Mr. Whaling served as Founder and Chairman of AgriNEXTusa, a hemp consultancy/advocacy group. From 2005 to 2009, Mr. Whaling was Chairman and Chief Executive Officer of North American Motorsport Events, a motorsport business founded by Mr. Whaling.

Tim Saunders, 59
Chief Financial Officer

Mr. Saunders is a finance executive with approximately 35 years of international experience in public companies and private equity-backed start-up companies. Since August 2013, Mr. Saunders has been President of Black Canvas Consulting Inc., a consulting firm. From June 2015 to May 2019, Mr. Saunders served as Executive Vice President and Chief Financial Officer of Canopy Growth Corporation and served as a strategic advisor until November 2019. From November 2006 to August 2013, Mr. Saunders served as Vice President, Finance and Chief Financial Officer of Plasco Energy Group Inc., a private waste conversion and energy generation company. In February 2015, Plasco Energy Group filed for Canada’s Companies’ Creditors Arrangement, which is equivalent to a Chapter 11 bankruptcy in the United States. Prior to this, he held executive finance positions at Mitel Corporation, Telesystem / Vodafone and Zarlink Semiconductor Inc., among others. He received a Bachelor of Business Administration from Bishop’s University in Quebec. He also earned an executive certificate from Ivey School of Business at the University of Western Ontario. He is a Fellow of the Chartered Professional Accountants Institute of Canada and is a member of the Institute of Corporate Directors.

Wilson Kello, 44
Chief Marketing Officer

Mr. Kello has approximately 17 years of creative consulting experience, including acting as creative consultant for cannabis companies such as Canopy Growth Corporation, Hail Mary LLC and Quick Hemp LLC. Since 2008, Mr. Kello has been the Creative Director of International Intimates, Inc., an apparel manufacturer. From 2006 to 2008, Mr. Kello served as Creative Director for Hustler Lingerie. From 2001 to 2005, he founded and served as Director of SAME Clothing, a graphic and apparel design company. Prior to this, he served as Packaging Designer for Ferranti & Schiumo. Mr. Kello received a B.A. (High Honors) from Swarthmore College.

 

Board of Directors

Andrew Townsend, 26
Director

Mr. Townsend has extensive capital markets experience, having founded and managed multiple partnerships focusing on public and private market transactions. Mr. Townsend built his career around his expertise in special situation investments, including structured financings and distressed transactions. Mr. Townsend is the Founder and Managing Member of Ocelot Capital Management, LLC, a private investment firm founded in May 2018. His role at Ocelot Capital Management includes sourcing, structuring, negotiating, and executing portfolio investments. Mr. Townsend has served on the board of directors of American Natural Energy Corporation since 2019. Prior to founding Ocelot Capital Management, Mr. Townsend managed a private hedge fund for Galapagos Partners from 2015 to 2018. Mr. Townsend is a Chartered Financial Analyst (CFA) Charterholder and a Chartered Alternative Investment Analyst (CAIA) Charterholder. Mr. Townsend is a graduate of the McCombs School of Business at the University of Texas at Austin with a Master of Science in Finance and holds a Bachelor of Arts in Economics.

Jonathan Sherman, 30
Director

Mr. Sherman has been a partner in the Business Law Group and Securities Group at Cassels Brock & Blackwell LLP since 2019. Mr. Sherman is also co-chair of the firm’s Cannabis Group. Mr. Sherman’s practice has an emphasis on mergers and acquisitions and corporate finance transactions. He also regularly advises clients on a broad range of corporate, commercial and securities law matters and routinely acts on behalf of a wide variety of cannabis industry participants. Outside of the cannabis industry, Mr. Sherman has advised on transactions in a variety of other industries, including natural resources, real estate, gaming, and other emerging industries such as blockchain and cryptocurrency. Mr. Sherman is a member of the Law Society of Ontario, received a Bachelor of Commerce degree from McGill University and is a graduate of Osgoode Hall Law School.

Yevgeny Neginsky, 42
Director

Mr. Neginsky has been the portfolio manager of Springdale Capital LLC, an absolute return focused investment firm, since he founded it in 2009. Prior to founding Springdale Capital, Mr. Neginsky was part of the investment team at Tyndall Management, LLC, a value-oriented investment firm, from 2005 to 2009, where he evaluated investment opportunities across various industries. Previously, Mr. Neginsky worked as an equity analyst at T. Rowe Price (2004) and Horsley Bridge Partners (from 2001 to 2003). Mr. Neginsky received his MBA from The Tuck School of Business at Dartmouth and a Bachelor of Arts, Summa Cum Laude, from Dartmouth College with a High Honors distinction in Economics.

Eugene Dozortsev, 35
Director

Mr. Dozortsev has been a managing member of Newtyn Management, LLC, an investment firm, since he co-founded it in July 2011. Previously, he was a Senior Analyst at Tyndall Management from October 2003 to 2011. He received a B.S. in Finance from NYU Stern School of Business.

 

ByRoman Developer