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Transaction Value GCT represents a pro forma enterprise value of approximately $461 million at closing
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GCT has a pro forma valuation of up to approximately $667 million, including up to 20.6 million performance-based earn-out shares
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The transaction provides GCT with approximately $50 million in gross proceeds to complete the development of its full-band 5G chipset portfolio and expansion into new markets.
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Approximately $49 million was raised through fully committed PIPE and convertible note financings from both existing and new GCT investors.
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All of GCT's existing shareholders will maintain their equity interests throughout GCT's transition to a publicly traded company, and substantially all of the outstanding convertible notes will convert into common stock at the closing of the transaction.
San Jose, California and New York, March 26, 2024–(BUSINESS WIRE)–GCT Semiconductor, Inc. (“GCT Semiconductor” or “GCT”), a leading fabless designer and supplier of cutting-edge LTE, IoT, and 5G semiconductor solutions, announces the completion of a business combination. Masu. announced today that on November 3, 2023, Concord Acquisition Corp III (NYSE: CNDB) (“Concord”). Concord's sponsor is affiliated with Atlas Merchant Capital LLC, an investment firm offering fixed income and equity investment strategies that seek long-term value through differentiated expertise in financial services and credit markets. Beginning with the commencement of trading on March 27, 2024, GCT common stock and common stock purchase warrants will be listed on the NYSE under the ticker symbols “GCTS” and “GCTSW,” respectively. The transaction values his GCT's enterprise value at approximately $461 million, for a total pro forma enterprise value of $667 million, including 20.6 million performance-based earn-out shares. The transaction provided the combined company with gross proceeds of approximately $50 million to fuel continued growth.
“Today is an important day for our company, our employees, and our shareholders as we begin our journey as a publicly traded company,” said John Schlafer, CEO of GCT. “The listing will accelerate our product development and commercialization, and the total proceeds raised through this transaction will benefit from the global market transition from 4G to 5G. I couldn’t be more excited.”
“I would like to thank the entire team at GCT and Concord for their support and collaboration in making this important milestone possible,” said Dr. Kyungho Lee, Chairman of the Board and Co-Founder of GCT. I did. “His upcoming New York Stock Exchange debut reflects and honors his years of hard work and honors his GCT mission to innovate and develop cutting-edge wireless solutions for the semiconductor industry. It marks a new phase.”
“We are excited to complete our business combination with GCT,” said Jeff Tudor, CEO of Concord. “The combination of GCT's technology and long-standing customer roster provides exceptional prospects.” “We are excited about the opportunity to continue our partnership with GCT as we enter our next phase of growth as a public company.”
advisor
TD Cowen is serving as Concord's exclusive financial advisor and lead capital markets advisor, and Cohen & Company Capital Markets, a division of JVB Financial, LLC, is serving as Concord's capital markets advisor. B. Riley Securities, Inc. is acting as exclusive financial advisor to GCT. Greenberg Traurig, LLP is serving as his Concord legal advisor. Morgan, Lewis & Bockius LLP is serving as his legal advisor to GCT. DLA Piper LLP (USA) is acting as legal advisor to TD Cowen and B. Riley Securities, Inc.
About GCT Semiconductor
GCT Semiconductor is a leading fabless designer and supplier of cutting-edge 5G and 4G LTE semiconductor solutions. GCT's market-proven solutions provide fast and reliable 4G LTE connectivity to many commercial devices such as CPEs, mobile hotspots, routers, M2M applications, and smartphones for the world's top wireless carriers. I made it possible. GCT's system-on-chip solutions integrate radio frequency, baseband modem, and digital signal processing capabilities to provide complete 4G and We provide 5G platform solutions. For more information, please visit www.gctsemi.com.
About Concord Acquisition Corp III
Prior to the consummation of the business combination, Concord Acquisition Corp III was formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic companies. It was a special purpose acquisition company. Financial services or financial technology industry. This event is hosted by Concord Sponsor Group III, an affiliate of Atlas Merchant Capital LLC, an investment firm offering fixed income and equity investment strategies that seeks long-term value through differentiated expertise in financial services and credit markets. Sponsored by LLC.
Concord raised $345 million in an initial public offering in November 2021 and listed on the New York Stock Exchange under the symbol “CNDB.” For more information, please visit Cndb.concordacquisitioncorp.com.
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include statements regarding Concord and GCT, including the anticipated benefits of the transaction, GCT's corporate valuation, the market opportunity for GCT's products and technology, GCT's expected future performance, and the 4G and 5G markets. Contains statements regarding anticipated industry trends. “believe”, “anticipate”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may” ”, “should”, “will”, “would”, “will”, “will continue”, “will likely result in”, and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, forecasts or other statements about future events that are based on current expectations or assumptions and that involve significant risks that actual results may differ materially from those expected. and may be affected by uncertainty. Most of these factors are outside of GCT's control and are difficult to predict. Factors that could cause actual future events to differ materially from anticipated results include, but are not limited to: the effect of the transaction on GCT's business relationships, results of operations and business generally; failure to recognize anticipated benefits from business combinations; This may be affected by, among other things, competition and the combined company's ability to grow, manage growth profitability and retain key employees. costs related to business combinations; the inability of the combined company to maintain its NYSE listing as a result of any legal proceedings that may be brought against GCT or Concord after the announcement of the proposed business combination; our ability to execute our business plans, forecasts and other expectations, including the growth of the 5G market; risks of economic downturn affecting GCT's business operations and financial performance; the risk that GCT may be unable to develop and design products that are acceptable to customers; actual or potential conflicts of interest between our management and our common stockholders; and other risks and uncertainties described from time to time in the Registration Statement on Form S-4 (including the proxy statement/prospectus included therein) filed by Concord in connection with the Business Combination. section). The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and GCT reserves the right to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. There is no obligation or intention to revise it.
View source version on businesswire.com. https://www.businesswire.com/news/home/20240326381591/ja/
contact address
Investor information website: investor.gctsemi.com
Investor information contact: Gateway Group, Matt Glover & Ralph Esper, GCT@gateway-grp.com
Media contact: Sophie Heerinckx, sheerinckx@gctsemi.com
