Corner Growth (NASDAQ:COOL) has reduced the pre-money equity value -64% for its merger target Noventiq to $315 million from $877 million in a series of amendments as the two sides approach close.
The two sides also agreed to lighten their potential upside in the deal by halving Noventiq’s potential earnout shares to 15,000,000 and shrinking the sponsor’s earnout to 2,000,000 from 5,000,000. Both will still be dispersed in equal thirds at share price hurdles of $14, $16, and $18.
Originally, the deal foresaw Corner Growth’s sponsor holding on to 2,500,000 promote shares subject to downward adjustment based on the transaction’s final gross proceeds. This baseline number of “alignment shares” has been reduced -40% to 1,500,000.
Noventiq released some positive news alongside the changes, noting that its fiscal year 2023 revenue came in at $401.8 million, up +70.7% from the year before. The company expects to generate $40 million in adjusted EBITDA during its fiscal year ending March 31, 2024.
The two sides initially announced their combination in May 2023. London-based Noventiq helps companies lead internal digital transformations to drive efficiencies in their IT, cloud storage and cybersecurity systems.
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