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Otonomo Business Combination with SAII

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Otonomo Business Combination with SAII

FEBRUARY 1,2021
Otonomo, Leading Platform and Marketplace for Vehicle Data, to List on Nasdaq Through a Business Combination with Software Acquisition Group Inc. II
Otonomo Technologies Ltd. (Otonomo), provider of a leading platform and marketplace for vehicle data and positioned at the epicenter of the data revolution in the automotive and mobility space, announces a business combination with Software Acquisition Group Inc. II (Nasdaq: SAII) (“Software Acquisition”), a publicly traded special purpose acquisition company or SPAC, to become publicly listed.
The transaction is expected to result in excess of $307 million in cash comprised of Software Acquisition’s $172.5 million of cash in trust, assuming no redemptions by public stockholders, a fully committed primary and secondary PIPE of $172.5 million led by institutional investors Fidelity Management & Research Company LLC, BNP Paribas Asset Management Energy Transition Fund and Senvest Management LLC with support from strategic investors Dell Technologies Capital and Hearst Ventures, and approximately $25 million of cash currently on hand.
The transaction implies an equity value of approximately $1.4 billion and Otonomo is expected to have approximately $307 million of cash and cash equivalents on its balance sheet, assuming no redemptions by Software Acquisition’s stockholders.
Following the targeted closing of the transaction in the second quarter of 2021, the combined company will be listed on Nasdaq under the ticker symbol “OTMO”.
The transaction will enable Otonomo to reinforce its position as market leader, accelerate its go-to-market strategies and unlock new use cases and end markets.
HERZLIYA, ISRAEL and LAS VEGAS, NEVADA – February 1, 2021 – Otonomo Technologies, Ltd, a leading platform and marketplace for vehicle data, and Software Acquisition Group, Inc. II (Nasdaq: SAII), a US publicly traded special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination. Upon closing of the transaction, the combined company will operate under the Otonomo name and will be listed on Nasdaq under the new ticker symbol “OTMO”.

Company Overview
Otonomo is the premier one-stop shop for vehicle data. Since its founding in 2015, Otonomo has built a vehicle data platform and marketplace that now fuels an ecosystem of 16 OEMs, fleets and more than 100 service providers. The platform ingests more than 4 billion data points per day from over 40 million global connected vehicles, then reshapes and enriches them, in order to accelerate the time to market for new services that improve the in-and-around the car experience. Otonomo’s platform allows automotive OEMs the opportunity to create new revenue streams by enabling the utilization of the vast amounts of data vehicles generate on a daily basis and that OEMs are required to store and maintain.

In addition to its proprietary data platform, Otonomo has developed a robust suite of SaaS offerings that provide data consumers with additional capabilities and vertically specific applications.? Privacy by design and neutrality are at the core of Otonomo’s platform, which enables GDPR, CCPA, and other privacy-regulation-compliant solutions using both personal and aggregate data.

Otonomo vehicle data is being utilized by organizations and businesses across diverse areas, including, but not limited to fleet management, insurance, in-vehicle management, emergency services, mapping, electric vehicle (EV) management, subscription-based services, parking, predictive maintenance, in-vehicle services, traffic management and smart cities.

Management Comments
Jonathan Huberman, Software Acquisition Group Inc. II, CEO, said:

“We established Software Acquisition Group Inc. II to invest in a world class software company that is positioned to be the leading player in a market that has enormous potential. We reviewed multiple potential partners and Otonomo stood out as the clear choice. Otonomo management not only identified the significant opportunity that exists in the automotive data space, but they have also achieved early market leadership and are positioned for impressive growth.”

Ben Volkow, Otonomo, CEO and Founder, said:

“This is an industry defining moment. Otonomo’s vehicle data platform and marketplace are primed to unleash the full potential of connected vehicle data. We have succeeded in bringing the widest diversity of data providers to a marketplace, developing a proprietary and highly scalable technology platform, and building a global and diverse network of data providers and consumers. Recent investments and our partnership with Software Acquisition Group II signify confidence in our strategy, the forward drive of our business and the significant growth opportunity that awaits. We look forward to Otonomo’s continued and increasing impact on the driving experience, unlocking new opportunities for our data consumers across multiple markets and the entire transportation ecosystem.”

Otonomo Highlights
Otonomo’s mission is to harness the immense potential of automotive data by providing thousands of organizations across a broad range of markets the ability to seamlessly access, explore, analyze, and unlock the full potential of vehicle data. By doing so, Otonomo is committed?to delivering solutions that adhere to the strictest privacy and security standards. We aspire to create a mobility ecosystem that uses data to make every driving experience truly rewarding. Our vision is to enable a world of environmentally friendly cities that run more efficiently.? Our data services platform reshapes, harmonizes, enriches and secures connected car data so that our growing network of technology partners and customers can deliver advanced driver and transportation solutions.

Transaction Overview
Pursuant to the transaction, Software Acquisition will combine with Otonomo at an estimated $1.4 billion pro forma equity value.? Otonomo’s existing shareholders are rolling approximately 97% of their equity into the combined company and will own approximately 72% of the issued and outstanding shares immediately following closing of the business combination, assuming no redemptions by Software Acquisition’s public stockholders.

The transaction is expected to result in excess of $307 million in cash comprised of Software Acquisition’s $172.5 million cash held in trust, assuming no redemptions by public stockholders, a fully committed $172.5 million PIPE comprised of $142.5 million primary and $30 million secondary shares and approximately $25 million of cash currently on hand.? Cash proceeds from the transaction will be used to fund growth of the combined company, accelerating go-to-market strategy, strengthening our leadership position and unlocking new use cases and end markets.

The PIPE is anchored by institutional investors Fidelity Management & Research Company LLC, BNP Paribas Asset Management Energy Transition Fund and Senvest Management LLC, with support from strategic investors Dell Technologies Capital, and Hearst Ventures. Current Otonomo shareholders will own a majority of the combined company at closing.

The Board of Directors of Otonomo has unanimously approved the proposed transaction, which is expected to close in the second quarter of 2021. The board of directors of Software Acquisition has also unanimously approved the proposed transaction. The proposed transaction is subject to approval by Otonomo and Software Acquisition stockholders and the satisfaction of the closing conditions set forth in the business combination agreement.? Following completion of the transaction, Otonomo’s highly experienced management team will operate the combined company with Ben Volkow continuing to serve as Chief Executive Officer.

Additional information about the proposed business combination, including a copy of the business combination agreement and the investor presentation, will be filed by Software Acquisition in a Current Report on Form 8-K with the Securities and Exchange Commission and will be available at www.sec.gov.

Advisors

Citigroup is serving as financial advisor to Otonomo, and Latham & Watkins LLP and Gross Law Firm are serving as legal advisors to Otonomo. B. Riley Securities is acting as placement agent and capital markets advisor, and Kirkland & Ellis LLP and Gornitzky & Co are acting as legal advisor to Software Acquisition Group Inc. II.

Investor Conference Call Information ?

Otonomo and Software Acquisition will host a joint investor conference call regarding the proposed transaction today, February 1, 2021.? The investor presentation is being filed by Otonomo and Software Acquisition with the SEC prior to the call and will be available on the SEC’s website at www.sec.gov.

Access the audio replay here.

About Otonomo

Otonomo fuels a data ecosystem of 16 OEMs, fleets and more than 100 service providers. Our platform securely ingests more than 4 billion data points per day from over 40 million global connected vehicles, then reshapes and enriches it, to accelerate time to market for new services that improve the in-and-around the car experience. Privacy by design and neutrality are at the core of our platform, which enables GDPR, CCPA, and other privacy-regulation-compliant solutions using both personal and aggregate data. Use cases include emergency services, mapping, EV management, subscription-based services, parking, predictive maintenance, insurance, media, in-vehicle services, traffic management, and smart city solutions. Otonomo is headquartered and has an R&D center in Israel, and it has a presence in the United States, and Europe.

For more information, visit www.otonomo.io.

About Software Acquisition Group Inc II

Software Acquisition Group, Inc. II. 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. Software Acquisition Group, Inc. II raised $172.5 million in its initial public offering in September 2020. Software Acquisition securities are listed on the Nasdaq Capital Market under the ticker symbols SAII, SAIIU and SAIIW.

Additional information and Where to Find It

This communication relates to a proposed business combination between Otonomo Technologies Ltd. (“Otonomo”) and Software Acquisition Group Inc. II (“Software Acquisition”).? In connection with the proposed business combination, Otonomo intends to file a registration statement on Form F-4 that will include a proxy statement of Software Acquisition in connection with Software Acquisition’s solicitation of proxies for the vote by Software Acquisition’s stockholders with respect to the proposed business combination and a prospectus of Otonomo. The proxy statement/prospectus will be sent to all Software Acquisition stockholders and Otonomo and Software Acquisition will also file other documents regarding the proposed business combination with the SEC. This communication does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination.? Before making any voting or investment decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Otonomo and Software Acquisition through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Otonomo may be obtained free of charge from Otonomo’s website at www.otonomo.io or by written request to Otonomo at Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach, Israel 467256.

https://otonomo.io/press-releases/otonomo-saii-spac/



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