BOSTON, Feb. 17, 2022 /PRNewswire/ -- Circle Internet
Financial, a global internet finance firm that provides
internet-based payments and financial infrastructure to businesses
of all sizes and is the issuer of USD Coin (USDC), announced today
that it has terminated its existing business combination and agreed
to new transaction terms with Concord Acquisition Corp (NYSE:CND),
a publicly traded special purpose acquisition company.
The new agreement sets Circle's enterprise value at $9 billion, increased from the $4.5 billion originally announced in July
2021.The increase in value reflects improvements in Circle's
financial outlook and competitive position – particularly the
growth and market share of USDC, one of the fastest growing dollar
digital currencies. USDC's circulation has more than doubled since
the original deal was announced, reaching $52.5 billion as of February 16, 2022.
"We continue to believe that Circle is one of the most
interesting, innovative and exciting companies in the evolution of
global finance and we believe it will have an historic impact on
the global economic system," said Bob
Diamond, Chairman of Concord Acquisition Corp and CEO of
Atlas Merchant Capital. "Circle's rapid growth and world-class
leadership are underscored by a regulatory-first mindset fixed on
building trust and transparency in global markets. We believe our
new deal is attractive because it preserves the ability of
Concord's public stakeholders to
participate in a transaction with this great company."
"Circle has made massive strides toward transforming the global
economic system through the power of digital currencies and the
open internet," said Jeremy Allaire,
Circle's co-founder and CEO. "Being a public company will further
strengthen trust and confidence in Circle and is a critical
milestone as we continue our mission to build a more inclusive
financial ecosystem. Making this journey with Concord under our new agreement is a strategic
accelerator."
Under the terms of the new agreement, the holding company that
was set up in connection with the original business combination
(the "Company") will acquire both Concord and Circle and become a
publicly-traded business, expected to trade on the NYSE under the
symbol "CRCL." The new deal replaces the prior business combination
agreement, which for a variety of reasons outside of the parties'
control could not be completed by the termination date of
April 3, 2022.
The new agreement has an initial outside date of December 8, 2022, with the potential to extend
such date to January 31, 2023 under
certain circumstances. Upon closing of the new transaction,
current shareholders of Concord
will exchange their shares of Concord common stock for equity of
the Company.
The new transaction agreement has been approved by the Board of
Directors of both Concord Acquisition Corp and Circle. The
transaction is subject to approval by shareholders of Concord and Circle and other customary closing
conditions, including any applicable regulatory
approvals.
Additional information about the transaction, including updated
financial projections will be provided in a Current Report on Form
8-K filed with the SEC and available at www.sec.gov.
Advisors
Goldman Sachs & Co. LLC is serving as the
exclusive financial advisor to Concord. Greenberg Traurig is serving as legal
counsel to Concord and Goodwin is
serving as counsel to Circle. Cowen Inc. is serving as lead
capital markets advisor to Concord. CITI is serving as a
Capital Markets Advisor to Concord.
About Concord Acquisition Corp
Concord Acquisition
Corp is a special purpose acquisition company formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses in the financial services
or financial technology industries. It is an affiliate of Atlas
Merchant Capital, an investment firm that offers debt and equity
investment strategies, seeking long-term value through
differentiated expertise in financial services and credit markets.
Concord raised $276 million in its initial public offering in
December 2020 and is listed on the
NYSE under the symbol "CND".
About Circle
Circle is a global financial technology
firm that enables businesses of all sizes to harness the power of
digital currencies and public blockchains for payments, commerce
and financial applications worldwide. Circle is the issuer of USD
Coin (USDC), one of the fastest growing dollar digital currencies
powering always-on internet-native commerce and payments. Today,
Circle's transactional services, business accounts, and platform
APIs are giving rise to a new generation of financial services and
commerce applications that hold the promise of raising global
economic prosperity for all through the frictionless exchange of
financial value. Additionally, Circle operates SeedInvest, a
leading startup fundraising platform in the U.S. Learn more at
https://circle.com.
Important Information and Where to Find It
A full
description of the new terms of the proposed transactions
(collectively, the "Transactions") will be provided in an amendment
to the registration statement on Form S-4 to be filed with the SEC
by the Company that will include a proxy statement for the
stockholders of Concord that will
also constitute a prospectus of the Company. Concord, Circle and the Company urge
investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will
contain important information about Concord, Circle and the Transactions. After
the registration statement is declared effective, the definitive
proxy statement/prospectus to be included in the registration
statement will be mailed to stockholders of Concord as of a record date to be established
for voting on the Transactions. Stockholders will also be able to
obtain a copy of the proxy statement/prospectus, without charge, by
directing a request to: Concord Acquisition Corp, 477 Madison
Avenue, 22nd Floor, New York, NY
10022. The preliminary and definitive proxy statement/prospectus to
be included in the registration statement, once available, can also
be obtained, without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Concord, Circle and the Company and their
respective directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
Transactions under the rules of the SEC. Information about the
directors and executive officers of Concord is set forth in Concord's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020,
which was filed with the SEC on March 31,
2021 and amended on May 20,
2021 and December 10, 2021.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
in connection with the Transactions will be set forth in the proxy
statement/prospectus when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This document is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Transactions and
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of Concord,
Circle or the Company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking Statements
This document includes
certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"could," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding Circle's intention to become a public company,
Circle's anticipated future growth, and Circle and Concord's ability to consummate the
Transactions within the time period expected, or at all. These
statements are based on various assumptions and on the current
expectations of Concord's and
Circle's management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Concord
and Circle. These forward looking statements are subject to a
number of risks and uncertainties, including general economic,
political and business conditions; applicable taxes, inflation,
interest rates and the regulatory environment in which Circle
operates; the outcome of legal proceedings or other disputes to
which Circle, Concord and/or the
Company is or may become a party; the inability of the parties to
consummate the Transactions; the risk that the approval of the
stockholders of Concord or Circle
for the Transactions is not obtained; failure to realize the
anticipated benefits of the Transactions, including as a result of
a delay in consummating the Transactions; the risk that the
announcement and/or consummation of the Transactions disrupt
current plans and operations of Circle; the risk that any of the
conditions to closing are not satisfied in the anticipated manner
or on the anticipated timeline; the ability to maintain the listing
of the combined company's securities on the New York Stock
Exchange; those factors discussed in Concord's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020
under the heading "Risk Factors," and other documents of
Concord filed, or to be filed,
with the SEC. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Concord,
Circle and the Company presently do not know or that they currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Concord's and Circle's expectations, plans or
forecasts of future events and views as of the date of this press
release. Concord and Circle
anticipate that subsequent events and developments will cause their
assessments to change. However, while Concord and Circle may elect to update these
forward-looking statements at some point in the future,
Concord and Circle specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Concord's or Circle's assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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SOURCE Circle Internet Financial, LLC