AvePoint Investment Thesis slide image

AvePoint Investment Thesis

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 20
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