Churchill Capital Corp II Announces Additional $400 Million Investment

• 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

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).


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*Source: PRNewswire/ Nov. 11, 2020