Wednesday 22 June 2022

Israel-based cybersecurity solutions and services developer Hub Cyber Security (Israel) Ltd's (TASE: HUB) expected merger with the NASDAQ listed SPAC Mount Rainier Inc. (NASDAQ: RNER) is advancing as planned, and as further measures to secure the merger at the shareholders vote meeting, company executives and board have decided to waive their right to shares incentives guaranteed to them as part of the merger agreement, the company said.

Such share incentives may deem the executives as unqualified for voting by the Israeli law and therefore potentially jeopardize the vote entirely on the merger deal.

By unilaterally waiving the rights for the share incentives, the company has de-facto secured the vote of all qualified shareholders in the upcoming shareholders meeting to approve the SPAC merger deal.

In March, Hub Cyber Security (Israel) Ltd. (TASE: HUB) and US-based special purpose acquisition company Mount Rainier Acquisition Corp. (NASDAQ: RNER) entered into a definitive business combination agreement.

Upon closing of the proposed transaction, the combined company will operate under the "HUB Security" name and is expected to be listed on NASDAQ under the new ticker symbol "HUBC."

The combined company will have an estimated pro forma enterprise valuation of approximately USD 1.28bn.

Cash proceeds from the proposed transaction are expected to consist of up to approximately USD 176m of cash held in RNER's trust (before any redemptions by RNER's public stockholders and the payment of certain expenses) and approximately USD 50m attributed to the PIPE investment anchored by Israeli and American institutional and existing investors.

Proceeds from the PIPE are expected to satisfy the minimum cash closing condition and will be used as working capital to support continued growth and to fund acquisitions.

HUB shareholders will retain 100% of their existing equity holdings and are expected to own approximately 81% of the combined company on a non-fully diluted basis immediately following the closing of the proposed transaction, assuming no redemptions by RNER's public stockholders.

Founder and CEO Eyal Moshe will continue to own approximately 6% of the combined company on a pro forma basis, assuming no redemptions by RNER's public stockholders.

Hub Cyber Security (Israel) Ltd. was established in 2017 by veterans of the 8200 and 81 elite intelligence units of the Israeli Defense Forces.

The company specializes in unique cyber security solutions protecting sensitive commercial and government information.

The company debuted an advanced encrypted computing solution aimed at preventing hostile intrusions at the hardware level while introducing a novel set of data theft prevention solutions.

Hub operates in over 30 countries and provides innovative cybersecurity computing appliances as well as a wide range of cybersecurity services worldwide.