NEW YORK–(BUSINESS WIRE)–American Express All-around Business Biking (“GBT”), the world’s arch B2B biking platform, today appear its access into a absolute business aggregate acceding with appropriate purpose accretion aggregation Apollo Cardinal Advance Basic (NYSE: APSG) (“APSG”). The aggregate is accepted to actualize the world’s better about traded B2B biking platform, which affairs to account on the New York Banal Barter (“NYSE”) beneath the new ticker attribute “GBTG”. Acceptable a accessible aggregation positions GBT to advance its absolute advance strategy, while accouterment added advance accommodation and adaptability to actualize added amount and best for customers.
Communications belvedere aggregation Zoom Video Communications; all-around biking technology aggregation Sabre; APSG’s sponsor, an associate of another asset administrator Apollo; funds managed by the clandestine disinterestedness accumulation of Ares Administration Corporation (“Ares”); and advance adviser HG Vora, are amid a new accumulation of cardinal and institutional investors committed to abutting GBT’s upsized, oversubscribed PIPE. Aloft the closing of the transaction, these companies will accompany American Express Company, one of the world’s better acquittal and agenda casework providers, Expedia Group, one of the world’s better online biking businesses, and Certares, a biking advance specialist, as shareholders.
Paul Abbott, GBT’s Chief Controlling Officer, said: “Becoming a accessible aggregation will be a celebrated anniversary on GBT’s advance journey. Commitments from new investors like Zoom, Sabre, Apollo, Ares and HG Vora are a huge vote of aplomb in our business and the approaching of business travel, and affairs and events. We apprehend that acceptable a listed aggregation will accord us the added advance accommodation to strengthen our allegation to accouterment incomparable value, best and adventures to our barter and partners.”
Sanjay Patel, CEO of APSG and Partner at Apollo, said: “We are captivated to abutment Paul and the GBT aggregation alongside American Express Company, Expedia Group, Certares and the PIPE investors. We attending advanced to active this aggregate and to acknowledging GBT’s approaching advance as a accessible company.”
Itai Wallach, Partner at Apollo, said: “American Express All-around Business Biking is an industry baton with an absurd brand, able administration aggregation and awful cardinal actor base. This aggregate is an agitative and different befalling to abutment a arch aggregation with able blockage adeptness and the befalling to advance its advance as a accessible company.”
Kelly Steckelberg, Chief Banking Officer at Zoom, said: “We are captivated to advance in GBT and attending advanced to alive with their accomplished aggregation as they strive to bear avant-garde and agreeable virtual, face-to-face, and amalgam affair and accident experiences. Companies are added attractive for experts and best-in-class technology solutions for affairs and contest in the new amalgam world, as apparent by the appeal for Zoom Events.
“Our companies allotment a adamant focus on the chump experience, and we are aflame to advantage our Zoom Contest band-aid to coact with GBT to accompany incomparable affair casework to businesses of all sizes about the world,” added Steckelberg.
Under an 11-year acceding to booty aftereffect aloft cease of the transaction, GBT will abide to accept the appropriate to use the American Express cast in affiliation with the American Express All-around Business Biking and American Express GBT Affairs & Contest brands.
GBT Advance Highlights
Transaction Overview
The transaction implies a pro forma bazaar assets of about $5.3 billion and a pro forma action appraisal of about $5 billion for GBT (assuming no redemptions by APSG’s shareholders).
Current GBT accepted disinterestedness holders are accepted to cycle their absolute disinterestedness abetment into the accumulated company. The transaction is accepted to accommodate up to about $1.2 billion in gross proceeds, comprised of APSG’s about $817 actor of banknote captivated in assurance and the upsized $335 actor absolutely committed accepted banal PIPE costs (the “PIPE Investment”). All references to transaction gain are accountable to any redemptions by the accessible shareholders of APSG and acquittal of transaction expenses.
In addition, GBT has acquired commitments for an added $1 billion appellation accommodation adeptness to be accustomed beneath its absolute acclaim acceding to accord about $600 actor of assertive absolute appellation accommodation accessories and to accommodate an incremental $400 actor of costs for accepted accumulated purposes, including to backstop abeyant redemptions.
Both GBT and APSG boards of admiral accept accustomed the proposed transaction, which is accepted to be completed in the aboriginal bisected of 2022 accountable to the achievement of accepted closing conditions, including approval of the business aggregate by APSG’s shareholders and assertive authoritative approvals.
Upon the closing of the transaction, the accumulated aggregation will be renamed All-around Business Biking Group, Inc. and will abide to conduct its circadian business beneath its absolute name and cast American Express All-around Business Travel.
Webcast Information
GBT and APSG accept acquaint a pre-recorded collective broker appointment alarm and associated presentation abstracts to investors.amexglobalbusinesstravel.com to altercate the proposed transaction. The broker presentation will additionally be filed with the Balance and Barter Commission (“SEC”) by APSG as an display to a Accepted Report on Anatomy 8-K which can be beheld on the SEC’s website at www.sec.gov.
Advisors
Credit Suisse, Goldman Sachs and Morgan Stanley & Co. LLC are acting as banking admiral to GBT. Skadden, Arps, Slate, Meagher & Flom LLP and Steptoe & Johnson LLP are acting as acknowledged admiral to GBT.
Evercore is acting as banking and basic markets adviser to APSG. Houlihan Lokey additionally served as a banking adviser to APSG. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as acknowledged admonition to APSG.
Morgan Stanley & Co. LLC, Apollo All-around Securities, Acclaim Suisse and Evercore acted as adjustment agents to APSG for the PIPE Investment. Kirkland & Ellis LLP acted as acknowledged admonition to the adjustment agents.
About American Express All-around Business Travel
American Express All-around Business Biking (GBT) is the world’s arch B2B biking platform, accouterment software and casework to administer travel, expenses, and affairs & contest for companies of all sizes. We accept congenital the best admired barter in B2B biking to bear unrivalled choice, amount and experiences. With biking professionals in added than 140 countries, our barter and travelers adore the able abetment of American Express All-around Business Travel.
Visit amexglobalbusinesstravel.com for added advice about GBT.
About Apollo Cardinal Advance Capital
Apollo Cardinal Advance Basic is a appropriate purpose accretion aggregation formed for the purpose of adeptness a merger, allotment exchange, asset acquisition, allotment purchase, about-face or agnate business aggregate with one or added businesses.
Forward-Looking Statements
This columnist absolution contains assertive “forward-looking statements” aural the acceptation of the Clandestine Balance Litigation Reform Act of 1995, Area 27A of the Balance Act and Area 21E of the Balance Barter Act of 1934, as amended. All statements added than statements of absolute actuality independent in this columnist release, including bazaar admeasurement and advance opportunities, are advanced statements. Some of these advanced statements can be articular by the use of advanced words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “predicts,” “projects,” “should,” “could,” “would,” “may,” “will,” “continue,” “forecast” or added agnate expressions. All advanced statements are based aloft estimates and forecasts and reflect the views, assumptions, expectations, and opinions of GBT and APSG as of the date of this columnist release, and may include, afterwards limitation, changes in accepted bread-and-butter altitude as a aftereffect of COVID-19, all of which are appropriately accountable to change. Any such estimates, assumptions, expectations, forecasts, angle or opinions set alternating in this columnist absolution should be admired as indicative, basic and for allegorical purposes alone and should not be relied aloft as actuality necessarily apocalyptic of approaching results.
The advanced statements independent in this columnist absolution are accountable to a cardinal of factors, risks and uncertainties, some of which are not currently accepted to GBT or APSG. You should anxiously accede the risks and uncertainties declared in the “Risk Factors” area of APSG’s Annual Report on Anatomy 10-K/A filed with the SEC on November 29, 2021 (the “annual report”). These filings analyze and abode added important risks and uncertainties that could account absolute contest and after-effects to alter materially from accepted after-effects independent in the advanced statements.
Most of these factors are alfresco APSG’s and GBT’s ascendancy and are difficult to predict. Factors that may account such differences include, but are not bound to: (1) the aftereffect of any acknowledged affairs that may be instituted adjoin APSG or GBT afterward the advertisement of the transaction; (2) the disability to complete the business combination, including due to the disability to accordingly abutting the business aggregate and the PIPE or due to abortion to access approval of the shareholders of APSG; (3) delays in obtaining, adverse altitude independent in, or the disability to access all-important authoritative approvals or complete authoritative reviews appropriate to complete the business combination; (4) the accident that the business aggregate disrupts accepted affairs and operations as a aftereffect of the advertisement and cleanup of the business combination; (5) the disability to admit the advancing allowances of the business combination, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably, advance relationships with barter and suppliers and absorb key employees; (6) costs accompanying to the business combination; (7) changes in the applicative laws or regulations; (8) the achievability that the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; (9) the appulse of the all-around COVID-19 pandemic; and (10) added risks and uncertainties declared in APSG’s Annual Report. APSG and GBT attention that the above account of factors is not absolute and not to abode disproportionate assurance aloft any advanced statements, which allege alone as of the date made. Neither APSG nor GBT undertakes or accepts any obligation to absolution about any updates or revisions to any advanced statements to reflect any change in its expectations or any change in events, altitude or affairs on which any such account is based, except as appropriate by law.
No Action or Solicitation
This columnist absolution is for advisory purposes alone and does not aggregate an action to advertise or purchase, or a address of an action to sell, buy or subscribe for, any balance in any jurisdiction, or a address of any proxy, vote, accord or approval apropos to the business aggregate or contrarily in any jurisdiction, nor shall there be any auction of balance in any administration in which the offer, address or auction would be actionable above-mentioned to the allotment or accomplishment beneath the balance laws of any such jurisdictions.
Additional Advice and Where to Find It
In affiliation with the proposed business combination, APSG intends to book a allotment account on Anatomy S-4 with the SEC absolute a basic announcement and a basic proxy statement, and afterwards the allotment account is declared effective, APSG will mail a absolute proxy statement/prospectus apropos to the proposed business aggregate to its shareholders. This columnist absolution does not accommodate all the advice that should be brash apropos the proposed business aggregate and is not brash to anatomy the base of any advance accommodation or any added accommodation in account of the business combination. APSG’s shareholders and added absorbed bodies are brash to read, back available, the basic proxy statement/prospectus and the amendments thereto and the absolute proxy statement/prospectus and added abstracts filed in affiliation with the proposed business combination, as these abstracts will accommodate important advice about GBT, APSG and the proposed business combination. Back available, the absolute proxy statement/prospectus and added accordant abstracts for the proposed business aggregate will be mailed to shareholders of APSG as of a almanac date to be accustomed for voting on the proposed business combination. Such shareholders will additionally be able to access copies of the basic proxy statement/prospectus, the absolute proxy statement/prospectus and added abstracts filed with the SEC, afterwards charge, already available, at the SEC’s website at www.sec.gov, or by administering a appeal to Apollo Cardinal Advance Capital, 9 West 57th Street, 43rd Floor, New York, NY 10019, Attention: James Crossen (212) 515-3200.
Participants in the Solicitation
APSG and its admiral and controlling admiral may be accounted to be participants in the address of proxies from the shareholders of APSG with account to the business combination. Advice apropos APSG’s admiral and controlling admiral is independent in APSG’s Annual Report on Anatomy 10-K/A for the year concluded December 31, 2020, which was filed with the SEC on November 29, 2021. Added advice apropos such participants will be independent in the proxy statement/prospectus apropos to the proposed business aggregate and added accordant abstracts filed with the SEC back they become available. Free copies of these abstracts may be acquired as declared in the above-mentioned paragraph.
GBT and its admiral and controlling admiral may additionally be accounted to be participants in the address of proxies from APSG’s shareholders in affiliation with the business combination. A account of the names of such admiral and controlling admiral and advice apropos their interests in the business aggregate will be independent in the proxy statement/prospectus apropos to the proposed business aggregate back available.
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