Merger DGNS

Cvent to become publicly traded after combining with Dragoneer Growth Opportunities Corp. II

, SPAC Research

Cvent, a market-leading meetings, events, and hospitality technology provider, and Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS), a special purpose acquisition company, today announced their entry into a definitive business combination agreement (the “Merger Agreement”). Upon closing, the combined company will operate as Cvent Holding Corp., and is expected to trade under the ticker symbol “CVT.”

Cvent is a leading meetings, events, and hospitality technology provider with nearly 4,000 employees and more than 200,000 users worldwide. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in McLean, Virginia, just outside of Washington D.C., and has additional offices in London, Frankfurt, Dubai, Melbourne, New Delhi, and Singapore among others, to support its growing global customer base. The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the entire event management process and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms and to service their customers directly, efficiently and profitably. Cvent solutions optimize the entire event management value chain and have enabled clients around the world to manage millions of meetings and events.

The business combination values Cvent at a pro forma post-money enterprise valuation of approximately $5.3 billion with a share price of $10.00, assuming no redemptions by Dragoneer shareholders and no purchase price adjustments. Vista Equity Partners and the Cvent management team will roll the entirety of their existing equity holdings into the combined company. In addition to the approximately $276 million held in Dragoneer’s trust account (assuming no redemptions are effected) and the $50 million forward purchase agreement commitment from Dragoneer funds, a group of leading investors has committed to participate in the transaction through a common stock private investment in public equity (“PIPE”) of $475 million at $10.00 per share. The PIPE includes participation from Fidelity Management & Research Company LLC, Hedosophia, Oaktree Capital Management L.P., and Zoom Video Communications, Inc., among others.

Zoom CFO, Kelly Steckelberg, said, “Cvent and Zoom share a common mission to bring people together through technology. We believe that Cvent’s event technology is complementary to what we offer as a video communications leader, and our organizations already have a long track record of working together as technology partners and as users of each other’s solutions. We are proud to be an investor in Cvent as it accelerates its mission of delivering engaging experiences for virtual, in-person, and hybrid events. We look forward to deepening our partnership with Cvent in the future.”

The boards of directors of both Cvent and Dragoneer have unanimously approved the proposed business combination, which is expected to be completed in the Fourth Quarter of 2021, subject to, among other things, the approval by Dragoneer's shareholders and certain other customary closing conditions stated in the Merger Agreement.

Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Cvent. Morgan Stanley & Co. LLC, J.P. Morgan and Citi are serving as placement agents to Dragoneer on the PIPE. Citi is also acting as capital markets advisor to Dragoneer. Kirkland & Ellis LLP is legal counsel to Cvent and Vista Equity Partners. Ropes & Gray LLP is legal counsel to Dragoneer Growth Opportunities II. Davis Polk & Wardwell LLP is legal counsel to the placement agents.

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