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Churchill Capital to merge with Software Luxembourg, buy Global Knowledge

Special purpose acquisition company Churchill Capital Corp II and Software Luxembourg Holding SA entered into an agreement to merge in a transaction valued at approximately $1.3 billion.

Churchill II also entered an agreement to acquire U.S.-based Global Knowledge Training LLC for approximately $233 million, once its merger with Software Luxembourg Holding completes. The company will be acquired from investment funds affiliated with Rhone Capital LLC.

The combined company will operate as Skillsoft and will be listed on the New York Stock Exchange.

Churchill II will contribute up to $697 million in cash raised during its IPO in June 2019, and anticipates over $170 million in common equity through private investment in public equity, or PIPE, commitments. This includes $100 million that Prosus NV has committed to invest in Churchill II in connection with the transactions.

The transaction is expected to close in January 2021, subject to Churchill II and Software Luxembourg Holding shareholder approval, and regulatory approval. Upon closing, the shareholders of Churchill II will hold approximately 65%, Software Luxembourg Holding and PIPE investors will own 22%, and those who invested through the equity commitments will hold 13% in the resulting entity.

Jeffrey Tarr will be CEO of the combined entity. He was previously CEO of DigitalGlobe Inc.