HUB Security announces steps to advance its $1.28 billion merger with PSPC

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TEL AVIV, Israel, June 21, 2022 /PRNewswire/ — HUB Cyber ​​Security (Israel) Limited (TASE: HUB), a developer of cybersecurity solutions and services Confidential Computing (“HUB” or the “Company”), announces that the planned merger with NASDAQ-listed company SPAC Mount Rainier Inc. (NASDAQ: RNER ) is progressing as planned, and as additional measures to secure the merger at the general meeting of shareholders, the Company’s management and board of directors have decided to waive their right to the stock incentive granted to them. was guaranteed under the merger pact.

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These equity incentives may deem the executives unqualified to vote under Israeli law and therefore potentially jeopardize the vote on the merger deal entirely. By unilaterally waiving stock incentive rights, the Company has de facto obtained the vote of all qualified shareholders at the next shareholders’ meeting to approve the SPAC merger agreement.

CEO Eyal Moshe of Hub Security notes, “We have a NASDAQ listing target for this year and I believe these amendments to the merger agreement strengthen the path to completing the merger as planned.”

About Cybersecurity HUB (Israel) Limit
Cybersecurity HUB (Israel) Limited (“HUB”) was established in 2017 by veterans of the Israel Defense Forces’ 8200 and 81 elite intelligence units. The company specializes in unique cybersecurity solutions protecting sensitive business and government information. The company launched an advanced encrypted computing solution aimed at preventing hostile hardware-level intrusions while introducing a new set of data theft prevention solutions. HUB operates in more than 30 countries and provides innovative cybersecurity computing devices as well as a wide range of cybersecurity services worldwide.

About Mount Rainier Acquisition Corp.
Mount Rainier Acquisition Corp. is a blank check company sponsored by DC Rainier SPV LLC, a Delaware limited liability company operated by Dominion Capital LLC, whose business object is to effect a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more companies.

Forward-looking statements
Certain statements included in this press release are not historical facts, but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or in the future of HUB or RNER. financial or operational performance. In some cases, you can identify forward-looking statements by words such as “may”, “should”, “would”, “appear”, “expect”, “intend”, ” shall”, “estimate”, “anticipate”, “believe”, “future”, “predict”, “potential”, “plan” or “continue”, or the negative forms of these terms or their variations or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based on estimates and assumptions that, while believed to be reasonable by HUB and its management, and RNER and its management, as applicable, are inherently uncertain. These forward-looking statements are provided for informational purposes only and are not intended to serve as, and should not be relied upon by, any investor as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from the assumptions. Many actual events and circumstances are beyond the control of HUB or RNER. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (i) expectations regarding HUB’s future strategies and financial performance, including its future business plans or objectives , performance and potential opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flow and cash usage, expenses capital and HUB’s ability to invest in growth initiatives and pursue acquisition opportunities; (ii) the occurrence of any event, change or other circumstance that could cause the termination of negotiations and any subsequent definitive agreement regarding the contemplated transactions; (iii) the outcome of any legal proceedings that may be brought against RNER, HUB, the Combined Company or others following the announcement of the proposed transactions and any definitive agreement relating thereto; (iv) the inability to complete the proposed transactions due to, among other things, the inability to obtain RNER or HUB shareholder approval, obtain certain governmental and regulatory approvals or satisfy other closing conditions, including delays in obtaining, adverse conditions contained in, or failure to obtain necessary regulatory approvals or comprehensive regulatory reviews required to complete the proposed transactions; (v) failure to obtain the necessary financing to complete the proposed transactions; (vi) changes to the proposed structure of the proposed transactions that may be required or appropriate due to applicable laws or regulations or as a condition of obtaining regulatory approval of the proposed transactions; (vii) the ability to meet stock exchange listing standards following completion of the proposed transactions; (viii) the risk that the announcement and completion of the proposed transactions will disrupt HUB’s current plans and operations; (ix) the absence of a third-party assessment to determine whether or not to proceed with the proposed transactions; (x) the ability to recognize the expected benefits of the proposed transactions, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably, to maintain customer relationships and suppliers and to retain its management and key employees; (xi) costs related to proposed transactions; (xii) the amount of any redemptions by existing holders of RNER common stock being greater than expected; (xiii) limited liquidity and trading of RNER and HUB securities; (xiv) geopolitical risk, including military actions and related sanctions, and changes in applicable laws or regulations; (xv) geopolitical risk, including military action and related sanctions, and changes in applicable laws or regulations; (xvi) the possibility that RNER, HUB or the Combined Company may be adversely affected by other economic, business and/or competitive factors; (xvii) inaccuracies for any reason in the expense and profitability estimates and projected financial information for HUB; and (xviii) other risks and uncertainties set forth in the section titled “Risk Factors” and “Caution Regarding Forward-Looking Statements” in RNER’s final prospectus relating to its initial public offering dated October 4, 2021.

Forward-looking statements speak only as of the date they are made. Nothing in this press release should be taken as a representation by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither HUB nor RNER undertakes to update these forward-looking statements.

Additional transaction information and where to find it

In connection with the proposed transaction, HUB intends to file with the SEC a registration statement on Form F-4 containing a proxy statement/prospectus, and once the registration statement is declared effective by the SEC , RNER will mail a definitive proxy statement/prospectus regarding the Proposed Business Combination to its shareholders. This press release does not contain all the information to be taken into account regarding the proposed transaction and is not intended to form the basis of any investment decision or any other decision relating to the proposed transaction. This press release does not supersede any registration statement or other document that HUB or RNER may file with the SEC in connection with the proposed transaction. Investors and security holders are advised to read, when available, the preliminary proxy statement/prospectus and its amendments, as well as the definitive proxy statement/prospectus and other documents filed in the in connection with the proposed transaction, as these documents will contain important information about HUB, RNER and the proposed transaction.

When available, the definitive proxy statement/prospectus and other relevant materials for the proposed transaction will be mailed to RNER shareholders on a record date to be determined to vote on the proposed transaction. Shareholders will also be able to obtain copies of the proxy statement/preliminary prospectus, definitive proxy statement/prospectus and other documents filed with the SEC, free of charge, once available, through the managed website. by the SEC at www.sec.gov.

INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

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