CuriosityStream Inc. (“CuriosityStream”), a leading global factual entertainment company, which has entered into a definitive merger agreement with Software Acquisition Group, Inc. (NASDAQ: SAQN) (“Software Acquisition Group”), a special purpose acquisition company (SPAC), will participate today in a webinar hosted by SPACInsider at 2:00 p.m. ET.
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Register for the event at:
Participants in the webinar will include:
With approximately 13 million paying subscribers in over 175 countries, thousands of original and licensed documentaries, and a history of doubling annual revenue, CuriosityStream is poised to accelerate growth with new cash funding resulting from the merger as it drives adoption across global media markets.
In addition to offering consumers the opportunity to subscribe to CuriosityStream directly or through partner distributors on an a la carte basis, CuriosityStream is also undergoing rapid distribution growth due to a flexible “bundled” partnership plan through which distributors can deliver CuriosityStream’s SVOD service and CuriosityStream’s customized linear channels to a significant customer segment.
Including DTC subscriptions and bundled distribution, CuriosityStream has a scalable and recurring multi-channel revenue stack also bolstered by Fortune 500 CSR and association partnerships, traditional advertising sales and multi-platform brand partnerships, and content licensing to major networks, studios, and distributors.
CuriosityStream features more than 3,000 titles including over 900 exclusive originals and has embarked on an original production and content acquisition plan that it projects will achieve a streaming library of more than 11,000 premium factual titles within five years.
At the closing of the transaction the combined company will be well capitalized with zero debt and an estimated $180 million of cash on the balance sheet (assuming no redemptions of Software Acquisition Group stock). John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, will remain Chairman of the Board as well as the combined company’s largest shareholder. CuriosityStream will continue to operate under the current management team led by Clint Stinchcomb, President and CEO, a media executive with more than 25 years’ experience launching networks and developing and monetizing content.
In connection with signing the merger agreement, Software Acquisition Group secured a $25 million PIPE investment at $10.00 per share to support the business combination. The PIPE investment includes significant commitments from new investors as well as existing investors in CuriosityStream, insiders of Software Acquisition Group and existing Software Acquisition Group investors.
Launched by media visionary John Hendricks, CuriosityStream is a leading global independent factual media company. Our documentary series and features cover every topic from space exploration to adventure to the secret life of pets, empowering viewers of all ages to fuel their passions and explore new ones. With thousands of titles, many in Ultra HD 4K, including exclusive originals, CuriosityStream features stunning visuals and unrivaled storytelling to demystify science, nature, history, technology, society, and lifestyle. CuriosityStream programming is available worldwide to watch on TV, desktop, mobile and tablets. Find us on Roku, Apple TV Channels and Apple TV, Xbox One, Amazon Fire TV, Google Chromecast, iOS and Android, as well as Amazon Prime Video Channels, YouTube TV, Sling TV, DISH, Comcast Xfinity on Demand, Cox Communications, Altice USA, Suddenlink, T- Mobile, Frndly TV, Vidgo, Sony, LG, Samsung and VIZIO smart TVs, Liberty Global, Com Hem, MultiChoice, StarHub TV, Totalplay, Millicom, Okko, Gazprom and other global distribution partners and platforms. For more information, visit CuriosityStream.com.
About Software Acquisition Group, Inc. (NASDAQ: SAQN)
Software Acquisition Group is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by industry veterans Chairman and Chief Executive Officer, Jonathan Huberman, and Vice President of Acquisitions, Mike Nikzad. In addition to Messrs. Huberman and Nikzad, the Board of Directors includes Andrew Nikou, Stephanie Davis, Peter Diamandis, Steven Guggenheimer and Matt Olton.
SPACInsider is a trusted intelligence and analysis provider specializing in the Special Purpose Acquisition Corporation (SPAC) asset class. SPACInsider’s mission is to be the best-in-class source for SPAC information benefiting investors, SPAC teams, bankers and service providers. The company provides comprehensive data covering the SPAC transaction universe, along with detailed analysis and coverage of IPO and acquisition events. SPACInsider is led by Kristi Marvin, a career investment banker with over 15 years of experience in the capital markets, who began working on SPACs in 2005.
Additional Information about the Business Combination and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Software Acquisition Group and CuriosityStream. Software Acquisition Group has filed a definitive proxy statement on Schedule 14A with the SEC and will file other documents with the SEC regarding the proposed transaction. A copy of the definitive proxy statement will also be sent to the stockholders of Software Acquisition Group seeking any required stockholder approval. Before making any voting or investment decision, investors and security holders of Software Acquisition Group are urged to carefully read the entire proxy statement and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Software Acquisition Group with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Software Acquisition Group, CuriosityStream and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Software Acquisition Group, with respect to the proposed business combination. Information regarding Software Acquisition Group’s directors and executive officers is contained in Software Acquisition Group’s Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 and its other documents, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction, including the directors and executive officers of CuriosityStream, may be obtained by reading the proxy statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described under “Additional Information about the Business Combination and Where to Find It.”
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Software Acquisition Group’s and CuriosityStream’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “predicts” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Software Acquisition Group’s (i) Form 10-K for the year ended December 31, 2019, under “Risk Factors” in Part I, Item 1A, (ii) Form 10-Q for the quarterly period ended June 30, 2020, under “Risk Factors” in Part II, Item 1A, (iii) Definitive Proxy Statement on Schedule 14A filed with the SEC on September 22, 2020, under “Risk Factors”, and (iv)its other SEC filings. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. Forward-looking statements are based on the current belief of the respective management of Software Acquisition Group and CuriosityStream, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Software Acquisition Group nor CuriosityStream is under any obligation, and each of them expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that Software Acquisition Group has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in Software Acquisition Group’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) ability to meet the closing conditions to the merger, including approval by stockholders of Software Acquisition Group on the expected terms and schedule and the risk that any regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; (ii) the occurrence of any event, change or other circumstance that could cause the termination of the merger agreement or a delay in the closing of the merger; (iii) the effect of the announcement or pendency of the proposed merger on CuriosityStream’s business relationships, operating results, and business generally; (iv) failure to realize the benefits expected from the proposed transaction; (v) risks that the proposed merger disrupts CuriosityStream’s current plans and operations and potential difficulties in CuriosityStream’s employee retention as a result of the proposed merger; (vi) the effects of pending and future legislation; (vii) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (viii) risks related to CuriosityStream’s limited operating history; (ix) the amount of the costs, fees, expenses and other charges related to the merger; (x) risks of the internet, online commerce and media industry; (xi) the highly competitive nature of the internet, online commerce and media industry and CuriosityStream’s ability to compete therein; (xii) litigation, complaints, and/or adverse publicity; (xiii) the ability to meet Nasdaq’s listing standards following the consummation of the proposed transaction and (ix) privacy and data protection laws, privacy or data breaches, or the loss of data. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Software Acquisition Group and is not intended to form the basis of an investment decision in Software Acquisition Group. All subsequent written and oral forward-looking statements concerning Software Acquisition Group and CuriosityStream, the proposed transaction or other matters and attributable to Software Acquisition Group and CuriosityStream or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
This press release and additional information about CuriosityStream can be found at https://press.curiositystream.com/
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Software Acquisition Group, Inc.
Chief Executive Officer
CuriosityStream Investor Relations
CuriosityStream Media Relations