Cvent, Dragoneer Announce Merger
Cvent, a market-leading meetings, events, and hospitality technology provider, and Dragoneer Growth Opportunities Corp. II (“Dragoneer”), a special purpose acquisition company, announced their entry into a definitive business combination agreement (the “Merger Agreement”). Upon closing, the combined company will operate as Cvent Holding Corp., and is expected to trade under the ticker symbol “CVT.”
The transaction values Cvent at an initial enterprise value of $5.3 billion. The transaction will provide Cvent with $801 million in cash which will enable the company to accelerate product innovation, increase research and development, reduce debt, and expand go-to market activities to capitalize on its leading position in the $30 billion market for in-person, virtual, and hybrid events. Cvent’s growing global customer base, proven track record of success over more than two decades, and established platform position the company for substantial expansion.
Cvent CEO & Founder Reggie Aggarwal said, “The meetings and events industry has experienced rapid digital transformation over the last 18 months, with the pandemic creating a new paradigm for the events industry. Events became digitized through virtual and online experiences, and we invested heavily in expanding our virtual event capabilities. Now, we are engaging in a hybrid world, as in-person events resume, and virtual events remain prominent. With the increased digitization of our industry, events are ’always on’ and have fewer boundaries. My management team and our nearly 4,000 employees around the world are excited for the opportunity to continue to innovate and enable our customers to leverage Cvent across their Total Event Program.”
Dragoneer Founder and Managing Partner Marc Stad said, “We are excited to lock arms with Cvent and help position the business for its next phase of growth as a publicly listed company. In H2’20, Cvent launched its virtual events solution, and ever since, this virtual product line has been growing rapidly and has been well-received by customers. As the world reopens, we expect to move into a hybrid world that combines elements of in-person and virtual events. With the optionality, flexibility and reach that Cvent can provide, we expect organizations to increasingly turn to Cvent to expand their audiences and create new, user-friendly ways for both virtual and in-person participants to interact with their events. Moreover, Cvent’s hospitality cloud business is a differentiator that benefits from powerful network effects – a key tenet that we look for in many of our investments at Dragoneer. Cvent is led by an exceptional management team with years of industry experience and a strong track record of profitable growth. We believe the $801M of capital expected to be raised from this transaction will enable management to double down on product development and further cement Cvent’s position as a leader in this software category.”
Co-Head of Vista’s Flagship Fund and Senior Managing Director Monti Saroya said, “With Cvent’s robust platform and experienced workforce, the organization is well-positioned to support the expanded meetings and event ecosystem and deliver everything organizations need to drive engagement across all event types – in-person, virtual, and hybrid. We’re pleased that this combination with Dragoneer will allow Cvent to further accelerate innovation and growth as demand for engaging experiences across all event types increases following a transformational year.”
Accelerated Digital Transformation of the Events and Hospitality Industries Leads to Increased Technology Adoption
Cvent stands apart from other event technology providers in its ability to support the unique needs of both event planners and hoteliers, offering a global marketplace where event professionals collaborate with venues to create unmatched experiences.
Event Cloud – One Platform to Drive Live Engagement and Maximize Impact of the Total Event Program
Events offer a highly effective way for organizations to maximize engagement with their attendees, helping them to generate and qualify leads, deepen relationships with customers and build brand loyalty and advocacy. The accelerated digital transformation of the events industry driven by the global COVID-19 pandemic has given rise to a new events landscape that will feature a combination of virtual, in-person and hybrid events. In this new landscape, organizations are empowered to reach larger audiences, engage with greater frequency and deliver differentiated experiences.
The Cvent platform serves as the system of record for event and engagement data collected across every internal and external event an organization hosts or attends, or what is referred to as the organization’s “Total Event Program.” This end-to-end solution enables customers to not only drive efficiency and scale, but also to integrate their Total Event Program into their broader engagement and marketing strategy to drive positive business results and increase ROI.
Hospitality Cloud – Global Online Marketplace Delivers Powerful Network Effects to Drive Group Business
Digital transformation has also impacted the hospitality industry as hoteliers continue to leverage technology to streamline their processes, connect with event planners, increase group business revenue, and benchmark their performance in a fiercely competitive hospitality landscape.
Cvent is well positioned to support the hospitality industry, providing a powerful combination of business intelligence and advertising solutions to generate leads, software that assists hotels in closing leads and managing event and group business, and its proprietary online sourcing networks that event planners used to source over $18 billion in 2019.
Transaction Overview
The business combination values Cvent at a pro forma post-money enterprise valuation of approximately $5.3 billion with a share price of $10.00, assuming no redemptions by Dragoneer shareholders and no purchase price adjustments. Vista Equity Partners and the Cvent management team will roll the entirety of their existing equity holdings into the combined company. In addition to the approximately $276 million held in Dragoneer’s trust account (assuming no redemptions are effected) and the $50 million forward purchase agreement commitment from Dragoneer funds, a group of leading investors has committed to participate in the transaction through a common stock private investment in public equity (“PIPE”) of $475 million at $10.00 per share. The PIPE includes participation from Fidelity Management & Research Company LLC, Hedosophia, Oaktree Capital Management L.P., and Zoom Video Communications, Inc., among others.
Zoom CFO, Kelly Steckelberg, said, “Cvent and Zoom share a common mission to bring people together through technology. We believe that Cvent’s event technology is complementary to what we offer as a video communications leader, and our organizations already have a long track record of working together as technology partners and as users of each other’s solutions. We are proud to be an investor in Cvent as it accelerates its mission of delivering engaging experiences for virtual, in-person, and hybrid events. We look forward to deepening our partnership with Cvent in the future.”
The boards of directors of both Cvent and Dragoneer have unanimously approved the proposed business combination, which is expected to be completed in the Fourth Quarter of 2021, subject to, among other things, the approval by Dragoneer's shareholders and certain other customary closing conditions stated in the Merger Agreement.
Additional information about the proposed business combination, including a copy of the Merger Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Dragoneer with the U.S. Securities and Exchange Commission (the “SEC”) and will be available at https://www.dragoneergrowth.com/dgns/ and at www.sec.gov.
Advisors
Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Cvent. Morgan Stanley & Co. LLC, J.P. Morgan and Citi are serving as placement agents to Dragoneer on the PIPE. Citi is also acting as capital markets advisor to Dragoneer. Kirkland & Ellis LLP is legal counsel to Cvent and Vista Equity Partners. Ropes & Gray LLP is legal counsel to Dragoneer Growth Opportunities II. Davis Polk & Wardwell LLP is legal counsel to the placement agents.
Conference Call Information
Dragoneer and Cvent will host a pre-recorded joint investor conference call at 8:00AM EDT today, July 23, 2021, to discuss the proposed business combination. To access the call visit http://public.viavid.com/index.php?id=145946. The recording will also be available as a webcast, which can be accessed at https://www.dragoneergrowth.com/dgns/.