OpSec Group, an intellectual property company with global operations, will list on Nasdaq following a business combination agreement signed with Investcorp Europe Acquisition Corp I, a special purpose acquisition company listed by Bahrain's Investcorp.
The pro forma enterprise value of the combined company, which will operate as OpSec Group, is approximately $426 million, Investcorp said on Thursday.
“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,” it said.
The transaction has been approved by the boards of directors of OpSec Group and Investcorp Europe, including the receipt of regulatory approvals.
It is expected to close in the second half of 2023.
OpSec Group, currently a portfolio company managed by Investcorp Technology Partners, deals in the management and protection of brands and IP.
It helps enterprises optimise, monetise and protect the value of their identities, ideas and assets through technology-enabled services, products and solutions.
The company has about 5,000 brands across the media and technology, sports and apparel, and consumer and industrial sectors, as well as governments and financial institutions as clients.
“Our objective since founding Investcorp Europe has been to both identify and assist a company in its transition to the public markets and, perhaps more importantly, to introduce a differentiated opportunity that Investcorp Europe believes would be compelling and attractive to our shareholders,” said Hazem Ben-Gacem, chairman of Investcorp Europe and co-chief executive at Investcorp Holdings.
“We believe OpSec Group represents a great opportunity to invest in a truly global, category defining leader in the brand protection and enhancement fields, and that the structure of this transaction will position this business to have the opportunity to execute on an even broader scale.”
Spacs, or blank-cheque companies, are entities with no commercial operations that trade without business fundamentals.
They are formed with the intention of raising funds, through an initial public offering, to acquire existing companies.
Spac-led IPOs have lighter disclosure requirements than regular ones and have increasingly been used over the past two years to take fast-growing companies public quickly.
There were 86 Spac IPOs in 2022, which raised a combined $13.42 billion, according to S&P Global Market Intelligence data.
OpSec Group, which has about 1,300 employees, has expanded its operations in brand protection and IP management through a combination of organic growth and strategic acquisitions.
This month, it acquired Zacco, a Denmark-headquartered IP management and protection company.
For the combined OpSec Group, which includes Zacco, pro forma fiscal 2023 revenue is expected to be approximately $218 million, the statement said.
As a percentage of total, 95 per cent of OpSec’s total revenue is recurring and based on established contractual relationships.
“Our aim is to bring innovation to the way in which enterprises create and safeguard the significant intangible value that is embodied in their brands and products,” said Selva Selvaratnam, chief executive of OpSec Group.
“With the global value of counterfeiting and piracy estimated at $2.8 trillion in 2022, the threat posed by the imitators, content pirates and fraudsters is profound, and looks set to increase further, given continued growth in e-commerce, online content and social media.
“Creating, nurturing, and protecting intellectual property and brand identities in this environment has unquestionably become one of the defining priorities for leading enterprises.”
Investcorp Europe Acquisition Corp I focuses on companies in business services, consumer and lifestyle, niche manufacturing and technology sectors.
Citigroup is acting as capital markets adviser and Credit Suisse Securities (US) is financial and capital markets adviser to Investcorp Europe, while Shearman & Sterling is acting as legal counsel to Investcorp Europe.
Proskauer Rose is acting as legal counsel to OpSec Group and OpSec Holdings.