Merger VOSOU

Wejo, a Global Leader in Connected Vehicle Data, to merge with Virtuoso Acquisition Corp.

, Business Wire

Wejo Limited (“Wejo”), a leader in connected vehicle data, and Virtuoso Acquisition Corp. (NASDAQ:VOSO), today announced that they have entered into a definitive agreement for a business combination.

This transaction will support Wejo’s vision of building the manufacturer-agnostic industry standard in connected vehicle data, creating applications across multiple marketplaces and enriching lives around the globe. Upon completion of the transaction, the combined company will operate under the Wejo name.

Wejo is a leader in the fast-growing landscape of connected vehicle data. Every day, Wejo collects in near-real-time 14.6 billion data points and analyses 66 million journeys across a network of 10.7 million live vehicles from a supply base of over 50 million connected vehicles. Wejo expects its connected vehicle network to expand significantly, with nearly half of all vehicles globally expected to be connected vehicles by the end of this decade. Unlike collectors of legacy vehicle data, which aggregate historical batch data, Wejo provides the capability to source live data directly from integrated vehicle sensors across multiple major auto manufacturers and auto part suppliers (“OEMs” and “Tier 1s”), allowing for near-real-time collection and analysis. Wejo’s cloud platform aggregates and normalizes data, creating standardized outputs across vehicles that deliver unique insights to data providers and data consumers. Wejo is building the industry standard that is manufacturer-agnostic, partnering with some of the world’s largest and most significant auto manufacturers and tier one suppliers.

Pursuant to the transaction, Virtuoso will combine with Wejo at an enterprise value of $800 million, which implies an estimated $1.1 billion pro forma equity value. Wejo’s existing shareholders are rolling 100% of their existing equity into the combined company and will own approximately 64% of the issued and outstanding shares immediately following closing of the business combination, assuming no redemptions by Virtuoso’s public stockholders.

The transaction is expected to deliver approximately $330 million of gross proceeds, composed of Virtuoso’s $230 million cash held in trust, assuming no redemptions by Virtuoso’s public stockholders, and a fully committed $100 million PIPE priced at $10.00 per share with participation from lead strategic investors including Palantir Technologies Inc. (NYSE:PLTR) and General Motors (NYSE:GM). Additional strategic investors have expressed interest in participating in the PIPE for up to an incremental $25 million within the next 30 days and are in continuing negotiations with the parties.

Cash proceeds from the transaction will fully fund Wejo’s five-year plan and position the company to execute on all of its strategic objectives, including acceleration of OEM onboarding, continued rollout of new offerings and services for connected vehicle customers and further expansion into new geographies and in-demand marketplaces. The company will be well capitalized with an estimated $300 million cash at closing and $32 million of debt.

The Board of Directors of Virtuoso and the Board of Directors of Wejo have each unanimously approved the proposed transaction, which is expected to close during the second half of 2021, subject to Virtuoso shareholder approval and customary closing conditions.

Citigroup Global Markets Inc. is serving as exclusive financial advisor to Wejo and Weil, Gotshal & Manges LLP is serving as legal counsel. Moelis & Company LLC is serving as exclusive financial advisor to Virtuoso and Arnold & Porter Kaye Scholer LLP is serving as legal counsel. BTIG, LLC and Moelis & Company LLC acted as joint bookrunners on Virtuoso’s $230mm IPO in January 2021 and are acting as joint capital markets advisors to Virtuoso.

Moelis & Company LLC is acting as lead placement agent on the PIPE. Cohen & Company Capital Markets (a division of J.V.B. Financial Group, LLC) and The Growth Stage also acted as placement agents on the PIPE.

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