World View, a global leader in stratospheric exploration and
flight, to be well-positioned to strengthen its leadership position
in the stratospheric remote sensing industry
- World View and Leo Holdings Corp. II (NYSE: LHC) have entered
into a definitive merger agreement to create a public company
focused on stratospheric exploration and flight
- Pro forma enterprise value of the combined company is
approximately $350 million
- Transaction may provide up to $121 million of gross proceeds to
the combined company, assuming no redemptions, and including a
contemplated transaction financing to be raised by both parties
with target proceeds of $75 million
- World View and Leo have also teamed with New Vista Capital, who
will serve on the Board of the combined company and provide their
deep technical, operational, and industrial partner expertise
- Key active strategic agreements with Sierra Nevada Corporation,
ScepterAir/ExxonMobil and Infleqtion will propel the future of
World View to continue to advance remote sensing services available
from the stratosphere, filling a critical gap in the space imaging
and analytics continuum
World View, a global leader in stratospheric exploration and
flight, and Leo Holdings Corp. II (“Leo”) (NYSE: LHC), a
publicly-traded special purpose acquisition company, today
announced that they have entered into a definitive business
combination agreement that will result in World View becoming a
publicly listed company. The transaction values the combined
company at an estimated enterprise value of $350 million. Upon
closing of the transaction, the combined company will continue
operating as World View.
World View plans to use the capital to expand its global remote
sensing business into new markets and industries that stand to
benefit from the unique advantages offered by remote sensing via
the stratosphere, not available with traditional satellite imaging
or fixed-wing aircraft monitoring. World View will also continue
developing its next-generation capabilities including its space
tourism and research and education businesses.
Transaction Overview
As a result of the transaction with Leo, World View may receive
up to $121 million in gross proceeds, assuming no shareholders
elect to redeem their shares in connection with the proposed
business combination and after giving effect to a proposed
transaction financing contemplated to be raised by both of the
parties with target proceeds of $75 million.
The Boards of Directors of World View and Leo each unanimously
approved the transaction. The transaction will require the approval
of the stockholders of World View and the shareholders of Leo and
is subject to other customary closing conditions. The transaction
is expected to close in the second quarter of 2023.
Additional information about the proposed transaction, including
a copy of the merger agreement, will be provided in a Current
Report on Form 8-K to be filed by Leo Holdings Corp. II with the
Securities and Exchange Commission (the “SEC”) and will be
available at www.sec.gov.
World View Investment Highlights
- Established, post-revenue company with strong national
security, research and commercial strategic partnerships and
memorandums of understanding (MOUs) in place
- Near-term revenue visibility across several diverse
verticals
- Demonstrated technology delivers value to large and growing
addressable markets
- Patent-protected technologies and processes, providing
attractive barriers to entry
- Earth-first corporate ethos, including prioritizing
stratospheric flight to better understand and protect our planet’s
fragile ecosystem
- Experienced, world-class team of visionaries with deep
execution experience and expertise around stratospheric flight and
remote sensing services
“Today’s announcement represents a major milestone in World
View’s business model,” said Ryan M. Hartman, World View president
and CEO. “We exist to inspire, create and explore new perspectives
for a radically improved future. This merger with Leo allows us to
scale our demonstrated expertise and strong foundation of strategic
partnerships to meet the growing market demand for data and
analytics from the stratosphere.”
The global remote sensing market is expected to grow to $23
billion by the end of 2027 at 9.8% CAGR (Hexa Research, 2019).
World View believes this growth will come from a variety of
verticals, including defense and national security, energy and
power, agriculture, weather monitoring and other commercial
industries.
“World View is already a leader in the burgeoning stratospheric
economy, with notable mission successes across several key
strategic partners and critical patent-protected technologies,”
said Lyndon Lea, president and CEO of Leo. “Combining World View’s
proven business model and mission-driven vision for the future with
the institutional knowledge of the Leo team, we are excited and
confident in World View’s ability to scale its global reach across
its commercial and government offerings.”
Filling a Critical Gap in Remote Sensing
World View’s unique approach to remote sensing via stratospheric
balloons offers significant advantages not available via the
traditional imaging sources of satellites and fixed-wing aircraft.
World View offers its customers superior imaging resolution by
flying five times closer to Earth than traditional satellites.
Additionally, through its proprietary altitude-control technology,
World View provides up to 45 days of continuous flight, while
delivering persistent, small-radius station keeping over a specific
area of interest for several weeks at a time.
World View’s configurable stratospheric remote sensing systems
allow governments, organizations and commercial entities to gather
data and analytics to meet a variety of mission criteria.
Versatility of payloads allows systems to collect data from
multiple sensors at once, including electro-optical, short- and
mid-wave infrared, radar, hyperspectral, thermal and more.
The data collected from a stratospheric remote sensing flight
informs actions across a wide and rapidly expanding range of use
cases, including:
- Command, Control, Communications, Computers, Intelligence,
Surveillance and Reconnaissance (C4ISR)
- Asset monitoring
- Supply-chain tracking
- Pipeline and utility line inspection
- Methane detection
- Non-invasive energy exploration
- Wildfire and storm tracking
- Climate change research
- Agricultural monitoring
- Maritime monitoring
- Communications
Key Strategic Partnerships and MOUs
More than 120 stratospheric flights and 10,275,000 vertical feet
flown, World View has provided remote sensing services to leading
government and commercial organizations, including NASA, NOAA,
United States Department of Defense, United States Air Force,
Sierra Nevada Corporation, Raytheon Technologies, Southwest
Research Institute and many others.
World View has also several key active strategic partnerships
and memorandums of understanding in place, including Sierra Nevada
Corporation, ScepterAir/ExxonMobil and Infleqtion. World View
expects these partnerships will drive continued advancements in
remote sensing services available from the stratosphere across
several key industries, filling a critical gap in the existing
space imaging and analytics continuum.
Future Capabilities
Buoyed by a spirit of exploration and innovation, World View has
continued to identify novel ways to explore and better understand
the planet from the stratosphere. This includes better
understanding of the stratosphere, itself. The stratosphere is a
largely understudied layer of the atmosphere, leading to
significant opportunities to design specialized research and
education missions for scientists, educators and students. World
View is currently developing a more robust research and education
mission program to facilitate these scientific missions. One such
example is World View’s partnership with NASA to carry student
experiments into the stratosphere.
In addition to World View’s quickly growing remote sensing
business, in October 2021, World View announced its future
expansion into the space tourism and exploration business. This
next-generation business unit builds upon World View’s patented
technology, expertise, experience flying and navigating the
stratosphere. In less than one year after announcing this future
capability, over 1,200 participants have already reserved their
$50,000 seats, representing the greatest number of seats sold in
the space tourism category to date.
To learn more about World View’s expertise pioneering the
stratospheric economy, visit worldview.space.
Advisors
Kirkland & Ellis LLP served as legal advisor to Leo.
Guggenheim Securities served as exclusive financial advisor to
World View and Cooley LLP served as legal advisor to World View. As
part of the transaction, Leo has entered into a partnership with
New Vista Capital to add industry experts to Leo’s established team
that will continue to advise the combined company after the
transaction closes.
About World View
World View is a leading global stratospheric exploration
company, founded in 2012 and headquartered in Tucson, Arizona.
World View has a proven track record of scores of successful
stratospheric flights, and is leading a new era of stratospheric
exploration to take humanity’s understanding and appreciation of
Earth to inspired new heights. With a sharper vision for a brighter
future, World View exists to inspire, create and explore new
perspectives for a radically improved future. Through its legacy
remote sensing business and Stratollite® imaging, and exciting
future capabilities with research and engineering missions and
space tourism and exploration, World View is working to ensure its
ultimate objective: honor the planet so that future generations
will feel blessed to call it home. For more information, visit
worldview.space.
About Leo Holdings Corp. II and Leo Holdings
Leo Holdings Corp. II, currently listed on the NYSE under the
ticker LHC, is a special purpose acquisition company (SPAC) that
seeks to invest in entrepreneurially driven growth companies that
aim to disrupt existing industries or business models, as well
businesses positioned to thrive in the evolving digital information
age where changing consumer behavior creates the opportunity for
outsized returns. Leo Holdings Corp. II is part of a special
purpose acquisition company initiative, Leo Holdings. Leo Holdings
was formed by the principals of Lion Capital, which is led by
Founder and Managing Partner, Lyndon Lea. Leo Holdings’ management
team has extensive experience owning and operating businesses on a
global scale and has collaboratively worked together for over 20
years. For more information, visit https://leoholdings.com/.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included in this Press Release that are not
historical facts 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,” “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.
All statements, other than statements of present or historical fact
included in this Press Release, including regarding World View's
proposed business combination with Leo (the “Business
Combination”), Leo's ability to consummate the proposed
transactions, the anticipated benefits of the proposed transactions
and the combined company’s future financial performance, including
financial projections, as well as the combined company’s strategy,
future operations, estimated financial position, estimated revenue
growth, prospects expectations, estimated market growth, size and
opportunity, estimated development timeline and process, expected
approvals from regulators and related timing, plans and objectives
of management, and World View’s future capabilities, product and
market opportunities, ability to obtain and maintain strategic
relationships, remote sensing capabilities and growth potential,
and expectations regarding the growth of the remote sensing and
space tourism markets, among others, are forward looking
statements. These statements are based on various assumptions,
whether or not identified in this Press Release, and on the current
expectations of World View’s and Leo’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 World
View and Leo. These forward-looking statements are subject to a
number of risks and uncertainties, including but not limited to:
the inability of the parties to successfully or timely consummate
the Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the Business
Combination is not obtained; the risk that the Business Combination
may not be completed by Leo's business combination deadline;
failure to realize the anticipated benefits of the Business
Combination; risks relating to the uncertainty of the projected
financial information with respect to World View; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the definitive business combination agreement; the
effect of the announcement or pendency of the transaction on World
View’s business relationships, operating results, and business
generally; risks that the Business Combination disrupts current
plans and operations of World View; risks relating to World View’s
capital needs and ability to obtain adequate financing; the outcome
of any legal proceedings that may be instituted against World View
or against Leo's related to the Business Combination or any related
agreements; the ability to maintain the listing of Leo's securities
on a national securities exchange; changes in domestic and foreign
business, market, financial, political, and legal conditions and
changes in the combined capital structure; the ability to implement
business plans, forecasts, and other expectations after the
completion of the Business Combination, and identify and realize
additional opportunities; risks related to the rollout of World
View’s business and the timing of expected business milestones; the
effects of competition on World View’s business; the risks of
operating and effectively managing growth in evolving and uncertain
macroeconomic conditions, such as high inflation and recessionary
environments; the risks to World View’s business if internal
processes and information technology systems are not properly
maintained; risks associated with World View’s operational
dependence on independent contractors and third parties; risks
associated with World View’s reliance on certain suppliers,
including recent global supply chain slowdowns and disruptions;
risks and uncertainties related to World View’s international
operations, including possible restrictions on cross border
investments which could harm World View’s financial position;
ability to achieve improved margins and cost efficiency; continuing
risks relating to the COVID 19 pandemic; and risks associated with
World View’s ability to develop its products and achieve regulatory
approvals or milestones on the timelines expected or at all. The
foregoing list of factors is not exhaustive. Please carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the final
prospectus to Leo's registration statement on Form S-1, as amended
(File No. 333-249676), the registration statement on Form S-4 to be
filed with the SEC by Leo and other documents filed or that may be
filed by Leo from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that none
of Leo or World View presently know or that Leo or World View
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 Leo’s
and World View’s expectations, plans or forecasts of future events
and views as of the date of this Press Release. Leo and World View
anticipate that subsequent events and developments will cause Leo’s
and World View’s assessments to change. However, while Leo and
World View may elect to update these forward-looking statements at
some point in the future, Leo and World View specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Leo’s and World View’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. Certain market data information in this
Press Release is based on the estimates of World View and Leo
management. World View and Leo obtained the industry, market and
competitive position data used throughout this Press Release from
internal estimates and research as well as from industry
publications and research, surveys and studies conducted by third
parties. World View and Leo believe their estimates to be accurate
as of the date of this Press Release. However, this information may
prove to be inaccurate because of the method by which World View or
Leo obtained some of the data for its estimates or because this
information cannot always be verified due to the limits on the
availability and reliability of raw data, the voluntary nature of
the data gathering process.
Important Information
Leo intends to file with the SEC a Registration Statement on
Form S-4 (as amended or supplemented, the “Registration
Statement”), which will include a preliminary proxy
statement/prospectus of Leo, which will be both the proxy statement
to be distributed to holders of Leo’s ordinary shares in connection
with the solicitation of proxies for the vote by Leo’s shareholders
with respect to the proposed Business Combination and related
matters as may be described in the Registration Statement, as well
as the prospectus relating to the offer and sale of the securities
to be issued in the Business Combination. After the Registration
Statement is declared effective, Leo will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. Leo’s shareholders and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with Leo’s solicitation of
proxies for its shareholders’ meeting to be held to approve the
Business Combination and related matters because the proxy
statement/prospectus will contain important information about Leo
and World View and the proposed Business Combination.
The definitive proxy statement/prospectus will be mailed to
shareholders of Leo as of a record date to be established for
voting on the proposed Business Combination and related matters.
Shareholders may obtain copies of the proxy statement/prospectus,
when available, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: Leo Holdings Corp. II, 21 Grosvenor
Pl, London SW1X 7HF, United Kingdom or by emailing
brown@leo.holdings.
Participants in the Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. However, Leo, World View and Leo
Investors II Limited Partnership and their respective directors,
officers and other members of their management and employees may be
deemed to be participants in the solicitation of proxies from Leo’s
shareholders with respect to the proposed business combination and
related matters. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of the directors and officers of Leo and World View in
the proxy statement/prospectus relating to the proposed business
combination when it is filed with the SEC. These documents may be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
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Jack Taylor PR worldview@jacktaylorpr.com
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