AvePoint Financial and Strategic Overview
Transaction Summary
Overview
•
.
•
Fully distributed pro forma enterprise value of $1.7bn,¹ or
9.0x CY21E revenue of $193mm and 6.8x CY22E revenue of
$257mm
Existing AvePoint Shareholders are expected to own 72.0%
of the company¹
PIPE Investors are expected to own 7.0% of the company¹
•
Expected to close in Q1'21
Post-Transaction Ownership¹
Apex Founder & Private
Placement Shares
3.3%
Apex Public
Shareholders
17.6%
PIPE Investors
7.0%
Existing AvePoint
Shareholders
72.0%
Enterprise Value ($mm)
Sources and Uses ($mm)
Enterprise Value Calculation
Sources
Shares Outstanding (mm)¹
199.0
Apex Cash in Trust
(x) Share Price
$10.00
PIPE Proceeds
Equity Value
$1,990
Cash on Balance Sheet²
(-) Net Cash
(252)
Equity Rollover
Enterprise Value
$1,738
Total Sources
Transaction Multiples
Enterprise Value / 2021E Revenue
Enterprise Value / 2022E Revenue
Cash to Balance Sheet
Transaction Costs 4
Equity Rollover
Total Uses
$1,989
1) Represents ownership at close. Share count of 199.0mm composed of 1) 143.4mm shares held by existing AvePoint shareholders; 2) 35.0mm shares held by Apex public shareholders; 3) 14.0mm shares held by PIPE Investors; 4) 5.83mm of Apex Sponsor promote shares; and 5) 0.81mm of
Apex private placement shares. 143.4mm shares held by existing AvePoint shareholders reflect 117.0mm Apex common stock and 33.3mm rolled vested and unvested options (with weighted average exercise price of approximately $2.10) to be issued at closing of the merger, calculated based
on treasury stock method. Share count of 199.0mm excludes 1) 17.9mm Apex public and private warrants (with strike price of $11.50 and redeemable at $18.00/share); 2) 3mm seller earnout shares (composed of three equal tranches with target price of $12.50, $15.00 and $17.50); and 3)
2.92mm Apex Sponsor earnout shares (composed of a single tranche with target price $15.00). This assumes zero redemptions by Apex public and maximum cash consideration awarded to AvePoint common shareholders (up to cash amount available to common shareholders), outside of
Named Executives, as specified in the Business Combination Agreement. 2) Existing cash on balance sheet as of November 20, 2020. 3) Reflects net cash amount of $257mm: $261mm of secondary proceeds to existing AvePoint shareholders less PIPE fees of $4mm. 4) Reflects preliminary
estimates.
▲ Ave Point
$352
140
64
1,434
$1,989
Uses
Cash to AvePoint Shareholders 3
9.0x
6.8x
$257
252
47
1,434
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