- Upon merger completion, HUB Security will become the controlling shareholder of the merged entity, holding 51% of its shares and a majority of the seats on the board of directors
- The Company has stated that as of today it has received indicative letters of intent from institutional investors for the investment of approximately USD 65 million from institutional investors into the merged entity
- The merger and fundraising efforts are being led by the investment firm A-Labs Advisory & Finance Ltd., alongside Clover Wolf Capital Fund
Tel-Aviv, February 14th, 2021 – Advanced Logistics Development Ltd. (“ALD” or the “Company”), traded publicly on the Tel-Aviv Stock Exchange (TASE:ALD.TA), has announced it has signed a non-binding term sheet with the Israeli cybersecurity company, HUB Security, for merger of the companies and a USD $50 million cash infusion.
HUB Security was established in 2017 by veterans of the 81 and 8200 IDF Intelligence units by co-founders Eyal Moshe (CEO) and Andrey Iaremenko (CTO), among others. Its shareholders include among others the leading global insurance company AXA, the private investment fund OurCrowd.
HUB Security provides advanced encrypted computing solutions for companies and organizations aiming to prevent hostile intrusion and exposure of sensitive data while protecting commercial IP and key information from theft. Both companies believe that there is a synergistic connection between the technological innovation behind HUB Security, and the highly developed local and international sales infrastructure and blue-chip clientele established by ALD for the past 36 years.
As of today, letters of intent for investments totaling approximately USD 65 million have been received from institutional investors to be infused into the newly merged entity upon completion of the merger.
Eyal Moshe, CEO and founder of HUB Security stated, “This is one of those rare cases where a company merger happens naturally with complete synergy. The merger with ALD will provide HUB with a global marketing infrastructure that would have taken us years to establish independently, connecting us with dozens of potential high-profile customers from the world’s leading brands, including governmental institutions, insurance conglomerates, commercial banks and others.”
Dotan Moshe, COO of ALD, added that, “HUB Security is an extraordinary growth engine that is working to build on top of the reliable business infrastructure we have spent the last 36 years developing, including close relationships with global brands. This partnership is a classic merger between a stable business infrastructure and an innovative growth engine –– addressing the unmet needs of our global customer base.”
Doron Cohen, Managing Partner & CEO of A-Labs Advisory & Finance, that are leading the transaction stated : “All capital markets’ experts can tell you that even the best of mergers fail due to unmatchable personalities on both teams. HUB and ALD teams have that rare personal fit that makes us strong believers in the long term potential of this merger.”
The released term sheet stipulates that the merger between the companies will be carried out at an estimated value of approximately USD $105 million, before the expected injection of capital investment, and approximately USD $145 million immediately after raising capital investment to complete the merger. Upon completion of the merger, HUB will become the controlling shareholder in the newly merged entity, with 51% of its shares and a majority holding on its board of directors.
The planned investment will be carried out according to a prospectus by means of a non-uniform offer published by the company, and will be guaranteed in part by underwriting in which NIS 40 million will be raised from institutional investors, with investors purchasing additional shares from the controlling shareholder Mr. Zigmund Bluvband.
The company also announced that as of today, it has received letters of intent from institutional investors in the amount of approximately USD 65 million.
In addition, the term sheet outlines additional allocations to stakeholders and employees of the merging companies and details regarding the number of directors who will serve on behalf of each party, as well as on behalf of the institutional investors on the company’s board. It is further stipulated that the founder of ALD, Mr. Zigmund Bluvband, will serve as chairman of the board of directors of the newly merged company.
As is customary in such transactions, the term sheet is subject, inter alia, to the signing of a detailed agreement between the parties, due diligence, valuations, approval of a general meeting of shareholders in the company, and approval of transactions by Bursa Tel Aviv, Ltd., in which the controlling shareholder holds vested personal interest. The completion date for the merger is scheduled to take place May 31st, 2021 (or at a later date of up to an additional 60 days as agreed upon by both the parties).
ABOUT ALD (A.l.d. Advanced Logistics)
ALD is a long-standing, well-established Israeli company active in the field of software and security consulting for 36 years with a leading global customer base. The company has an annual turnover of approximately NIS 130 million, which has increased steadily over the years. The group is engaged in providing services, consultancy, and software in the field of systems reliability. The company’s customers are government bodies and Fortune 500 companies which worked with ALD for over 20 years. The company employs about 400 people and its offices are located in Even Yehuda, Israel.
ABOUT HUB SECURITY
HUB Security offers cybersecurity solutions for enterprises in the field of AI, data, fintech, and critical infrastructure. HUB Security’s cyber platform is developed and manufactured in Israel and provides military-level cyber protection to high-level organizations. The company operates on the simple premise that the systems it protects are already hacked, and therefore a higher standard of protection must be provided for the most sensitive information. The company’s hardware and software-based solutions will enable the most sensitive companies and organizations to run artificial intelligence applications at the highest level of security required for healthcare, critical infrastructure, and finance. Over the past year alone, the company has signed a number of key partnerships with leading global brands, such as storage giant Seagate and Lloyd’s Marsh, as well as cooperation agreements with Kudelski Security and the Israeli Electric Company’s Sophic cyber unit. HUB security was established in 2017 by co-founders Eyal Moshe and Andrey Iaremenko. The company has offices in both Tel Aviv and New York and employs about 20 people.
*This press release is provided to journalists for accessibility and convenience. The binding wording of the notice is as it appears in the Company’s report to the Tel Aviv Stock Exchange’s (MAYA), dated 14.02.2021.