Investcorp Europe Acquisition Corp I *

The below-announced combination was terminated on 9/25/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: OpSec Group [Terminated]

ENTERPRISE VALUE: $426 million

ANTICIPATED SYMBOL: TBD

Investcorp Europe Acquisition Corp I entered into a definitive business combination agreement with OpSec Group, a global leader in brand protection solutions and intellectual property (IP) management

• OpSec Group is a world leader in the optimization, monetization, and protection of brands and intellectual property.

EXTENSION – 12/23/24 – LINK

• The SPAC approved the extension from December 17, 2024 to December 17, 2025.
  • 7,360,165 shares were redeemed.
  • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 12/16/24 – LINK

• The Sponsor entered into a Purchase Agreement with Samara Special Opportunities (“Acquirer”).
• Samara will purchase from the Sponsor an aggregate of (i) one Class B ordinary share, (ii) 6,037,499 Class A ordinary shares, and (iii) 11,690,000 private placement warrants for an aggregate purchase price of $1.00.
• Additionally, effective on the closing date of the Purchase Agreement:
  • The SPAC’s current officers will resign and Vikas Mittal will be appointed Chief Executive Officer and Chief Financial Officer.
  • Craig Sinfield-Hain will resign from the SPAC’s board of directors and he will be replaced by at least one individual designated by Samara.

SUBSEQUENT EVENT – 10/22/24 – LINK

• On October 22, 2024, the Company’s Board declared a distribution of the net amount of such Termination Payment after satisfaction of the Company’s liabilities pro rata to all holders of Class A Ordinary Shares, equal to $.60 per Class A Ordinary Share, payable on November 12, 2024 to shareholders of record at the close of business on November 4, 2024.
  • The pro rata distribution of the net amount of the Termination Payment has no impact on the rights as holders of the Class A Ordinary Shares, including with regards to liquidation rights or redemption of the trust account.

SUBSEQUENT EVENT – 9/3/24 – LINK

• The outside date was extended until 9/30/24.

SUBSEQUENT EVENT – 8/5/24 – LINK

• BCA Amendments
  • Conditions to Termination
    • The Company is unable to obtain the Fairness Opinion.
    • The outside date was extended until August 30, 2024.
    • The Termination Amount payable to the Company shall be $30,000,000 so long as written notice of such termination is provided during the period following the Divestiture Closing.
      • This can be further reduced by the Additional Specified Company Transactions Expenses ( $1,195,642.84 ) plus interest at 8% per annum.

EXTENSION – 5/22/24 – LINK

• The SPAC approved the extension from June 17, 2024 to December 17, 2024.
  •  2,159,610 shares were redeemed.
  • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 3/11/24 – LINK

• BCA Amendments:
  • The transactions contemplated by the BCA have been restructured to effectuate the divestiture of the OpSec business and the separation of the Zacco line of business, a leading intellectual property management business headquartered in Copenhagen, Denmark, that was acquired by OpSec in April 2023.
  • The Board of Directors of Investcorp Europe is evaluating if the completion of an amended BCA to merge with Zacco is in the best interest of shareholders.
  • The closing of the OpSec divestiture is expected to occur in Q2 2024.
  • The closing of the OpSec divestiture and the closing of the BCA transactions are not cross-conditioned on one another.
  • The Termination fee is now $25 million to $30 million, depending on the circumstances for termination.

SUBSEQUENT EVENT – 12/18/23 – LINK

• The SPAC entered into a subscription agreement with Sakata INX Corporation, a Japanese corporation (the “Subscriber”).
• The Subscriber subscribed for 5,000,000 unsecured convertible loan notes of $1.00 each issued by OpSec for an aggregate purchase price of $5,000,000.
• The Loan Notes will automatically be novated from OpSec to Pubco and simultaneously will convert into 526,316 ordinary shares of Pubco at closing.
• The closing of the Share Subscription will occur following the consummation of the First Merger and before the Second Merger.
• The Subscriber will enter into a lock-up agreement, pursuant to which the Subscriber agrees not to transfer the Shares during the period commencing on the date on which the Closing occurs and ending on the date that is 12 months after the Closing.

EXTENSION – 12/7/23 – LINK

• The SPAC approved the extension from December 17, 2023 to June 17, 2024.
  • 7,460,372 shares were redeemed.
  • $150K per month will be deposited into the trust account.

TRANSACTION

• The pro forma enterprise value of the combined company is approximately $426 million.
• The transaction is supported by a $50 million backstop by the sponsor of Investcorp Europe, with up to $199 million in gross transaction proceeds available subject to redemptions by Investcorp Europe shareholders. Any incremental proceeds to be held on balance sheet, with current investors rolling 96% of their pro forma ownership.
• Upon closing of the proposed business combination, the newly combined company will operate as OpSec Group.
• The transaction is expected to close in the second half of 2023.
• The transaction has been unanimously approved by the boards of directors of OpSec Group and Investcorp Europe, including a special committee of the board of directors of Investcorp Europe formed for the purpose of evaluating the transaction.
• OpSec is currently a portfolio company managed by Investcorp Technology Partners, which is an affiliate of Investcorp Europe’s sponsor, and after the proposed business combination a fund managed by a member within Investcorp Europe’s parent company, Investcorp Holdings B.S.C., will continue to hold a controlling economic and voting interest.

SPAC FUNDING

• The Sponsor has committed to purchase equity securities of Pubco, in a private placement, for an aggregate purchase price not to exceed $50 million, to backstop certain redemptions by Company Shareholders.

EARNOUT

• Company Earnout:
  • The Company will receive, in aggregate, (1) 23,577,550 Pubco Ordinary Shares, (2) an aggregate amount in cash equal to $10,000,000 and (3) the right to receive in aggregate an additional 1,277,550 Pubco Ordinary Shares upon the satisfaction of either of the following conditions (each, “Triggering Event”):
    • if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time the volume-weighted average price of Pubco Ordinary Shares is greater than or equal to $12.00 over any 20 trading days within any 30 trading day period; and
    • if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time there is a change of control of Pubco.
• The sponsor agreed to surrender for nil consideration and cancel, in aggregate, 2,555,100 Company Class B Shares.
• The sponsor also agreed that following the consummation of the Share Cancellation but immediately prior to the Second Merger Effective Time and subject to consummation of the Second Merger, 2,050,000 SPAC Private Placement Warrants held by Sponsor shall be transferred to the Company Shareholders for no consideration and effective as of the Second Merger Effective Time

LOCK-UP

• Company Lock-up:
  • The company shall agree, subject to customary exceptions, not to transfer their Pubco Ordinary Shares during the period commencing on the date of the Share Contribution Closing and ending on the earlier of:
    • (1) the date that is nine months after the Share Contribution Closing, and
    • (2) the date on which Pubco undergoes a change of control.
• Sponsor Lock-up:
  • 50% of the Pubco Ordinary Shares held by each Sponsor Member immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation shall be fully vested and freely tradable

NOTABLE CONDITIONS TO CLOSING

• Investcorp Europe shareholder approval required
• Certain regulatory approvals required

NOTABLE CONDITIONS TO TERMINATION

• The transaction may be terminated if the conditions to the obligations of the Parties to consummate the Transactions have not been satisfied or waived by December 17, 2023 (the “Outside Date”).
• BCA Amendments
  • The Company is unable to obtain the Fairness Opinion.
  • The outside date was extended until August 30, 2024.
  • The Termination Amount payable to the Company shall be $30,000,000 so long as written notice of such termination is provided during the period following the Divestiture Closing.
    • This can be further reduced by the Additional Specified Company Transactions Expenses ( $1,195,642.84 ) plus interest at 8% per annum.
• The outside date was extended until 9/30/24.

ADVISORS

• Investcorp Europe Advisors:
  • Shearman & Sterling LLP is acting as legal counsel
  • Citigroup Global Markets Inc. is acting as capital markets advisor
  • Credit Suisse Securities (USA) LLC is serving as financial and capital markets advisor
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Citigroup and CS.
• OpSec Group Advisors:
  • Proskauer Rose LLP is acting as legal counsel

EXTENSION – 3/20/23 – LINK

• The SPAC approved the extension from March 17, 2023 to December 17, 2023.
  • 15,494,333 shares were redeemed.
  • $350K per month will be deposited into the trust account.

MANAGEMENT & BOARD

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Executive Officers

Vikas Mittal [Appointed 12/23/24]
Chief Executive Officer, Chief Financial Officer, Chairman

Mr. Mittal has served as the Managing Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora Capital”) since January 2022. Over Mr. Mittal’s 20 years on the buy-side as a principal investor, he has deployed capital across event-driven investment strategies. Prior to Meteora Capital, Mr. Mittal was an investment professional and member of Glazer Capital, LLC (“GCM”), having joined GCM in 2005. Before transitioning to the buy-side, Mr. Mittal was part of the founding team that launched Raymond James’ TMT investment banking practice in Palo Alto, California, in 2002 focusing on mid-market mergers and acquisitions and private placements. Mr. Mittal earned a B.S. in Finance from University of Florida, summa cum laude, and earned an MBA from NYU Stern School of Business. Mr. Mittal is also a CFA holder. We believe that Mr. Mittal is well qualified to serve as a director due to his extensive professional investment background and his experience in transactions with special purpose acquisition companies.

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Baroness Ruby McGregor-Smith, 58 [Resigned 12/16/24]
Chief Executive Officer

Ruby is currently the Chair of Mind Gym PLC and the President of the British Chambers of Commerce. Ruby also chairs the Institute of Apprenticeships and Technical Education and the Airport Operators Association. She is a non-executive director for the Tideway Tunnel. Ruby was formerly the Chief Executive of the Mitie Group plc from 2007 through 2016, Business Ambassador for the UK Government from 2012 through 2019 and Senior Independent Director and Non-Executive Director at Page Group plc from 2007 through 2017.

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Alptekin Diler, 43 [Resigned 12/16/24]
Chief Investment Officer

Alptekin is a senior member of Investcorp’s Private Equity MENA team and its Investment Committee. Previously, Alptekin was a Director in Investcorp’s Global Capital Management team from 2011 through 2014, Investment Manager at ADM Capital from January 2011 through June 2011, FinansInvest from 2005 through 2008 and business development and M&A associate at Akenerji from 2002 through 2005. Alptekin is a Board member of Turkey-based Namet Gida Sanayi ve Ticaret A.S., a meat producer, as of 2018 Arvento M2M Elektronik Sistemler Sanayi Ticaret A.S., as of 2015, and Arvento Mobil Sistemler A.S. (2015), a MENA telematics company, as of 2015.

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Craig Sinfield-Hain, 49 [Resigned 12/23/24]
Chief Financial Officer and Chairman

Craig has been with Investcorp for 18 years. During his career at Investcorp he has held various roles within the Finance department including Group Financial Controller from 2009 through 2012. Craig is currently the Head of Business Analysis and Planning and also Head of Investment Structuring and Business Support in Europe. Craig joined Investcorp after completing an MBA with distinction at INSEAD in France in 2002. Prior to Investcorp he worked as an actuarial consultant for Watson Wyatt (now Willis Towers Watson) for nine years. Craig is a Fellow of the Society of Actuaries and holds a bachelor of sciences degree in Actuarial Science from the University of Illinois, from which he graduated summa cum laude with highest departmental distinction. Craig is also involved in multiple board directorships of Investcorp group companies and of holding companies for Investcorp’s investments in private equity and real estate.

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Board of Directors

Hazem Ben-Gacem, 51 [Resigned]
Chairman

Hazem is Investcorp’s Co-Chief Executive Officer and Co-Chief Executive Officer of CP Holdings Limited with over 25 years of experience in successfully leading private equity investments across North America, Europe, the Middle East and Asia. Prior to Hazem’s appointment as Co-Chief Executive Officer of Investcorp and CP Holdings Limited in 2018, Hazem was previously the head of the European and Technology Private Equity platforms at Investcorp International Ltd from 2014 through 2018 and, prior to joining Investcorp International Ltd in 1994, worked at Credit Suisse First Boston’s M&A team from 1992 through 1994. Today, Hazem chairs the investment committees of the firm’s Private Equity activities in Europe, Middle East and Asia and is involved in multiple board directorships of reputable companies.

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Peter McKellar, 56 [Resigned 12/23/24]
Vice-Chairman

Peter McKellar is Deputy Chairman of AssetCo plc, a FTSE AIM listed company, since January 2021, a Non-Executive Director of 3i Group plc, a FTSE 100 listed company, since June 2021, a Non Executive Director of Concession Infrastructure Investments Manager Limited, a joint venture infrastructure manager for a Gulf Cooperation Council social infrastructure fund, jointly managed with Investcorp, since February 2019, and a member of the Board of Scottish Enterprise since February 2021. He is a director of a number of other privately held companies. Previously, Peter held roles as Executive Chairman and Global Head of Private Markets at Standard Life Aberdeen plc, the international asset and wealth manager, from 2017 through 2020 and Head of Private Equity and Infrastructure at Standard Life plc, from 2012 through 2017. Peter was also lead manager of Standard Life Private Equity Trust, a London-listed investment company, from 2001 through 2015.

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Pam Jackson, 63 [Resigned 12/23/24]
Director

Pam is CEO and Director of WPEI Ltd (trading as Level 20), a not-for-profit organization focused on improving gender diversity in the private equity industry. Prior to Pam’s appointment to Level 20 in 2019, Pam was a Partner and supervisory board member at PwC where she held various roles including Middle East Deals leader, private equity and corporate M&A from 1990 through 2019. She is a chartered accountant and a chartered tax advisor. Pam is also a Non-Executive Director of ArtsEd International Ltd since 2019.

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Laurence Ponchaut, 51 [Resigned 12/23/24]
Director

Laurence is the Founder and Managing Director of the consultancy firm Distinct Communication. Previously, Laurence was an economic expert for the European Commission (the Directorate-General for International Partnerships) (1993-1995), a Big4 strategy consultant and the Head of Corporate Reputation for ArcelorMittal (2004-2009). Laurence is involved in multiple board directorships including Letzpact (2021), ProRSE (2017) and was previously a Non-Executive Director of Merlux Maritime SA (2019-2020).

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Adah Almutairi, 45 [Resigned 12/23/24]
Director

Adah is a member of the board of directors of eLux Medical Inc., a medical technology company, since January 2013, a member of the board of trustees of Future Investment Initiative Institute, a non-profit organization focusing on startup technology investments, since January 2020, and a member of the board of directors of Pharmaceutical Investment Company, a pharmaceuticals and biotechnology company, since January 2021. Previously, Adah was founder and chief executive officer of eLux Medical Inc. from January 2013 through August 2016. Adah is a professor of pharmaceutical chemistry, faculty in the departments of bioengineering and nanoengineering and director of the Center for Excellence in nanomedicine and engineering in the Institute of Engineering in Medicine at the University of California, San Diego. Adah’s work focuses on nanomedicine, nanotechnology, chemistry and polymer science. Adah is a 2016 Kavli Fellow and has received numerous honors and awards such as the NIH director’s new innovator award in 2009 for her work on “Chemically Amplified Response Strategies for Medical Sciences”. Adah’s work was highlighted by U.S. NIH director Francis Collins to Congress as one of the 4 most important American technology breakthroughs of the year 2012.

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