Churchill Capital Corp II announces additional $400 million investment

Churchill Capital Corp II announces an additional $400 million investment and strategic support agreement with Prosus N.V. in connection with Skillsoft and Global Knowledge transactions

- Brings total investment from Prosus, a leading global edtech investor, to $500 million and total PIPE commitments in connection with the Skillsoft and Global Knowledge transactions to at least $530 million

- Strategic Support Agreement to provide additional services on a go-forward basis

- HSR clearance for Skillsoft and Global Knowledge transactions received

NEW YORK, Nov. 11, 2020 /PRNewswire/ -- Churchill Capital Corp II ("Churchill II") (NYSE: CCX.U), announced today that Prosus N.V. ("Prosus"), a global consumer internet group and one of the largest technology investors in the world, has exercised its previously announced option to invest an additional $400 million in Churchill II's planned acquisition of Software Luxembourg Holding S.A. ("Skillsoft") and Global Knowledge Training LLC ("Global Knowledge"), bringing Prosus's total investment in Churchill II in connection with the transaction to $500 million.

The increased investment from Prosus is a reaffirmation of its support for Churchill II's announced transactions to merge with Skillsoft and acquire Global Knowledge. The combination will create the world's leading digital learning company with a comprehensive suite of on-demand and live virtual content; customized role- and skill-based learning journeys; an expanded course portfolio; and an immersive learning platform designed to make learning easier, more accessible, and more effective.

As previously announced, Prosus entered into a Strategic Support Agreement with Churchill II that became effective if Prosus exercised its option to make this additional investment and certain other conditions were met. Prosus has agreed to provide certain business development and investor relations support services.

The decision by Prosus to make this substantial investment in Churchill II and make the Strategic Support Agreement effective will help further fund Skillsoft's already liquid capital structure, provide certainty to ensure consummation of the business combination and allow Skillsoft to execute on its business strategy and growth plan.

"Prosus has built a strong portfolio of edtech investments over the last five years," said Patrick Kolek, Chief Operating Officer of Prosus. "We believe there is a huge growth opportunity to fulfill enterprise and consumer demand for education globally. Our investment in Skillsoft is another exciting opportunity in this fast-growing sector and we look forward to working with Churchill II to execute on the full potential of the business."

"The additional investment from Prosus, a leading edtech investor, highlights our combined confidence in Skillsoft's new business strategy, leadership, and outlook to further accelerate the digital learning space," said Michael S. Klein, Chairman and CEO of Churchill II. "This provides both strategic partner capital as well as additional financial flexibility."

As announced on October 13, Churchill II will contribute up to $697 million of cash raised during its initial public offering in June 2019. Churchill II expects at least $530 million in common equity through private investment in public equity ("PIPE") commitments in connection with its acquisition of Skillsoft and Global Knowledge, as applicable, including from Prosus, which had originally committed $100 million prior to the option being exercised to invest the full $500 million at the same price of $10.00 per share.

The foregoing PIPE amounts do not include any investment from funds affiliated with Rhône Capital, as the previously announced subscription agreement was terminated in accordance with its terms following a determination by the parties not to proceed with the investment.

Upon the close of the Skillsoft transaction and Prosus PIPE, Prosus will own approximately 30% of the combined company, and will have proportional board representation that currently provides the right to designate two board members, including the combined company's chairperson.

Churchill II announced today that its request for early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), for both its acquisition of Skillsoft and Global Knowledge, was granted effective immediately.

Churchill II's acquisition of Skillsoft and Global Knowledge is expected to close in January 2021, subject to approval by Churchill II and Skillsoft shareholders and receipt of regulatory approvals and customary closing conditions. Prosus's investment is subject to, amongst other conditions, HSR clearance and, with respect to its $400 million incremental investment, review by the Committee on Foreign Investment in the U.S. (CFIUS).

Conference Call Information

Churchill II will host an investor call and presentation to discuss at 1:30 PM EDT on Wednesday, November 11, 2020. Please click the link to join the webinar: https://citi.zoom.us/j/94075525975?pwd=dDh3ZG93VGJFN3Nkc3hNSHEwZ0VIZz09. Investors interested in accessing the conference call can dial +1 312 626 6799 (United States Toll Free) or +1 346 248 7799. Webinar ID: 940 7552 5975. Once time passcode: 695187. A transcript of the call will also be filed by Churchill II with the SEC.

About Churchill Capital Corp II

Churchill Capital Corp II is a special purpose acquisition 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. Churchill II was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company. The Company raised $690 million in its IPO in June 2019 and is listed on the New York Stock Exchange (NYSE:CCX.U). For more information, visit https://churchillcapitalcorp.com/.


About Prosus:

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.

The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India, Russia, and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people’s everyday lives.

Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including 99minutos,  Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Detect Technologies, Domofond.ru, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus, EVERY, Facily, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red Dot Payment, Republic, Sharebite, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr, Tonik, Ula, Urban Company, Vegrow, watchTowr, Wayflyer, and Wolt.

Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, Sinch, and SimilarWeb.

Today, Prosus companies and associates help improve the lives of more than two billion people around the world.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.

About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.

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