May 12, 2021
Latham & Watkins is advising Centricus
Acquisition Corp. (Centricus), a special purpose acquisition company, on its
definitive business agreement with Arqit Limited (Arqit), a leader in quantum
encryption technology, that will result in Arqit becoming a publicly listed
company. Upon closing of the transaction, a newly formed Cayman holding
company, Arqit Quantum Inc., will merge with Centricus, acquire Arqit and
register its shares for listing on the Nasdaq Stock Market.
The transaction values the combined company
at a pro forma enterprise value of approximately US$1.0 billion and is expected
to provide up to US$400 million of gross proceeds to Arqit from a combination
of US$345 million of cash held in Centricus' trust account (assuming minimal
redemption from Centricus existing shareholders), and approximately US$70
million from a fully committed PIPE.
The proposed transaction was unanimously
approved by Arqit's board of directors as well as Centricus' board of directors
and is expected to be completed by the end of the third quarter of 2021.
The Latham team is being led by corporate
partners David Stewart, Robbie McLaren, and Jeremy Green, with associates
Yolanda Min, Jennifer Cadet, Pierre-Axel Aberg, and Robert Parent. Advice on
intellectual property and data matters was provided by London partner Deborah
Kirk with associates Liz Longster and Oscar Bjartell; on employment and
benefits by London partners Catherine Drinnan and Sarah Gadd; on antitrust by
London partner Jonathan Parker and associate Stephanie Adams; on US tax by New
York partner Jiyeon Lee-Lim and associate Shruti Hazra; and on UK tax by London
partner Karl Mah.