GigCapital, Inc. *

GigCapital, Inc. *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION:  Kaleyra S.p.A.


ESTIMATED CURRENT FUNDS in TRUST: $79.4 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.51*
ENTERPRISE VALUE: $186.8 Million

*SPACInsider estimate a/o November 20, 2019

GigCapital proposes to acquire Kaleyra, a cloud communications software provider delivering secure APIs and connectivity solutions in the API/CPaaS market. Kaleyra’s solutions include identity authentication, mobile and voice notifications on transactions, banking services authorizations, most notably via different integrated mobile channels through its platform.


Highlights:

  • Kaleyra has a global list of more than 3,000 customers.
    • Target markets include FinTech, e-commerce and logistics, travel, healthcare, retail and education.
  • For fiscal 2018, no customer accounted for more than 10% of Kaleyra’s total revenue.
  • The majority of its customers span Europe, APAC, the Middle East and Latin America.
    • Kaleyra’s small presence in North America is an opportunity to penetrate this large market as it looks to aggressively drive future revenue expansion.
  • Kaleyra has remained profitable for 10 consecutive years.
  • Pro forma revenue has nearly doubled over the last three years while pro forma adjusted EBITDA has increased by 3x during the same period.
    • Total addressable CPaaS market is forecasted to increase at a 30.4% CAGR through the end of 2022(1)

(1) Sourced – 451 Research

 

gigcapital transaction overview 10-18-19


ADVISORS

  • GigCapital was advised on the transaction by Cowen and Company, LLC as financial advisors
  • Crowell & Moring LLP as legal counsel to GigCapital
  • Kaleyra was advised by Northland Capital Markets and GCA Altium as financial advisors
  • Cooley LLP and Chiomenti as legal counsel to Kaleyra

 

GIGCAPITAL MANAGEMENT & BOARD


Executive Officers

Avi S. Katz, 59
Executive Chairman, Secretary, President & CEO

Dr. Katz has spent nearly 30 years in international managerial and executive positions within the TMT industry working for privately held start-ups, middle-cap companies and large enterprises. In these roles, Dr. Katz has been instrumental in launching and accelerating entities, funding innovative endeavors, building teams, large scale fund-raising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing all over the globe. Dr. Katz has dedicated the last decade to developing and managing GigPeak, originally known as GigOptix, Inc. From bootstrapping inception in 2007 until its sale in 2017, GigPeak provided semiconductor ICs and software solutions for high-speed connectivity and video compression. The company completed ten M&A deals in as many years with Dr. Katz at the helm. It was sold to Integrated Device Technology, Inc. for $250 million in cash in April 2017. From 2003-2005, Dr. Katz was the chief executive officer, president, and member of the Board of Directors of Intransa Inc., which, at the time provided full-featured, enterprise-class IP-basedSANs. Prior to that, Dr. Katz was the Chief Executive Officer of Equator Technologies from 2000-2003. Equator Technologies sought to commercialize leading edge programmable media processing platform technology for the rapid design and deployment of digital media and imaging products. That company was ultimately sold to Pixelworks in 2005. Dr. Katz is currently the Executive Chairman of the Board of Members of NextGen Pharmaceutical Development LLC, and the sole Founding Managing Member of GigNext, LLC, GigAcquisitions, LLC, and GigFounders, LLC. Additional leadership positions in technology positions date back thirty years to his tenure as Member of Technical Staff in AT&T Bell Labs from 1988-1994. Dr. Katz is a graduate of the Israeli Naval Academy, and holds a B.Sc. and Ph.D. in Semiconductors Materials from the Technion (Israel Institute of Technology). He is a serial entrepreneur and long–time angel investor in the TMT sector, holds about 70 U.S. and international patents and has published approximately 300 technical papers and is the editor of a number of technical books.


Barrett Daniels, 43
Vice President & Chief Financial Officer

Mr. Daniels is responsible for the management and operations of finance and accounting. Mr. Daniels has 20 years’ of experience in finance and accounting, including 10 years as a finance and accounting consulting partner where he has assisted companies with startup, IPO, SEC reporting, and other finance, accounting, and reporting services in the high tech, bio tech, semiconductor, software industries amongst others. Most recently, from 2014 to 2017, Mr. Daniels is the CEO, Managing Partner, and Co-founder of Nextstep Advisory Services, LLC, an IPO and technical accounting consulting firm based in Burlingame, CA. Prior to that, from 2008 to 2013, he was a Global IPO Services Partner with Connor Group, LLC where he helped build the firm’s IPO practice and led dozens of IPO engagements. In 2007, Mr. Daniels was a Director of Accounting for SuccessFactors where he led its finance-related IPO efforts. From 2000 to 2007, Mr. Daniels worked with PricewaterhouseCoopers in the audit and transaction services groups. Mr. Daniels is a Certified Public Accountant in California and holds a Bachelor of Science in Accounting from Florida State University.


 

Board of Directors

Neil Miotto, 71
Director

Mr. Miotto is a financial consultant and a retired assurance partner of KPMG LLP where he was a partner for twenty-seven years until his retirement in September 2006. Since his retirement from KPMG Mr. Miotto has provided high level financial consulting services to companies in need of timely accounting assistance and in serving on public company boards. He is deemed to be a ‘financial expert’ under SEC and NYSE rules. While at KPMG Mr. Miotto focused on serving large public companies, primarily semiconductor companies. Among the clients he served were National Semiconductor Corporation, Fairchild Semiconductor Corp, and nVIDIA Corporation. Mr. Miotto also served as an SEC reviewing partner while at KPMG. He is a member of the American Institute of Certified Public Accountants. He holds a Bachelor of Business Administration degree from Baruch College, of The City University of New York. He served on the Board of Directors of Micrel, Inc. prior to its acquisition in 2015, and on the Board of Directors of GigPeak from 2008 until its sale in April 2017.


John Mikulsky, 72
Director

Mr. Mikulsky has served as the Chief Executive Officer, since 2016, and as a director, since 2014, of Traycer Diagnostic Systems, Inc. He previously served as President and Chief Executive Officer of Endwave Corporation from December 2009 until June 2011, when Endwave was acquired by GigPeak, Inc.; subsequent to such acquisition, he served on the Board of Directors of GigPeak, Inc. from 2011 until its sale in 2017. From May 1996 until November 2009, Mr. Mikulsky served Endwave in a multitude of capacities including Vice President of Product Development, Vice President of Marketing and Business Development and Chief Operating Officer. Prior to Endwave, Mr. Mikulsky worked as a Technology Manager for Balazs Analytical Laboratory, from 1993 until 1996, a provider of analytical services to the semiconductor and disk drive industries. Prior to 1993, Mr. Mikulsky worked at Raychem Corporation, most recently as a Division Manager for its Electronic Systems Division. Mr. Mikulsky holds a B.S. in electrical engineering from Marquette University, an M.S. in electrical engineering from Stanford University and an S.M. in Management from the Sloan School at the Massachusetts Institute of Technology.


Peter S. Wang, 62
Director

Mr. Wang is a managing partner of Optino Network LLC, a cross-border business strategy and technology transfer advisory service. He also serves on the Technology Advisory Council for Benhamou Global Ventures. Mr. Wang previously served as the founding President of CoolCloudz, an Infrastructure-as-a-Service company, and the Sr. Vice President and General Manager of the Cloud Storage Products Business Unit of UIT, in China between 2010 and 2012. Mr. Wang co-founded Retrevo Inc., a venture funded Web 2.0 vertical search company employing machine learning technology, and served as the Vice President of Engineering and Operations and Board director between late 2005 and 2009. Mr. Wang led the founding of Intransa Inc., where served as the founding President and Chairman of the Board in late 2000. Intransa Inc. was a pioneer IP SAN company in the storage industry, backed by prominent Silicon Valley venture capital firms. Through his tenure at Intransa Inc. through mid-2005, Mr. Wang not only served as the Chief Technology Officer and as a director, but also as Vice President of Engineering and Marketing, driving global strategic partnerships, at different stages. Prior to Intransa Inc., Mr. Wang led the Corporate Technology Development Center at 3Com Corp. and served in various leadership positions from 1995-2000. Prior to 1995, Mr. Wang led advanced development of distributed computing technologies at TRW Space & Defense and received the TRW Chairman’s Award for Innovation. Mr. Wang was instrumental in a number of IEEE 802, IETF and ANSI standards. He has been awarded over 20 U.S. patents and has published a number of IEEE conferences and other journal papers. He holds M.S. in Management Sciences from Stanford University, M.S. in EECS from U.C. Berkeley, and B.S. in Electrical Engineering from the University of Michigan.


Jack Porter, 56
Director

Mr. Porter is a serial entrepreneur. He has been the Chief Executive Officer of six companies, and founded or served as managing partner at four additional companies during the last 36 years. Most recently, Mr. Porter founded Razorthink, Inc. in 2015, an artificial intelligence data science business, where he currently serves as Chairman. In 2008, Mr. Porter founded Forward Accelerator, Inc., a start-up accelerator, where he has served as Managing Director since the company’s inception. From June 2006-January 2010 he was the Chief Executive Officer of Executive Mindshare, a social media community designed for senior business professionals, policy makers, thought leaders and financial decision-makers in specific vertical business industries. From July 2003-June 2006, he was President and Chief Executive Officer of DecisionView, Inc., which developed advanced analytic systems for the pharmaceutical industry. Mr. Porter has extensive experience in advanced analytics, machine learning, and artificial intelligence. His expertise includes understanding how to leverage complex mathematic algorithms, data visualizations, and sophisticated business models. Mr. Porter has published eight books on technology innovation and entrepreneurship and is a frequent speaker at industry events like the Kellogg Innovation Network, Gartner Group Research Board, and AI by the Bay. He is a regular writer for magazines such as InfoworldCIO Magazine, and eWeek.