Jumio Inc., an online and mobile credentials authentication company, announced that it has reached an agreement on the terms of an asset purchase agreement with an acquisition vehicle of Centana Growth Partners (“Centana”), a growth equity investment firm focused on financial services, financial technology, and related enterprise technology. Under the agreement, Centana would acquire substantially all of Jumio’s assets.
The agreement was reached following a competitive auction conducted under procedures approved by the United States Bankruptcy Court for the District of Delaware (the “Court”). The sale also received the consent of the debtor-in-possession lender and “stalking horse bidder” Jumio Acquisition, LLC, and the Official Committee of Equity Security Holders. Jumio and Centana received Court approval for the sale at a hearing that took place on May 6, 2016.
Eric Byunn, Partner, Centana Growth Partners, commented, “Authentication is of critical importance to a broad range of online and mobile applications across industries such as financial services, e-commerce, travel, and the entire sharing economy. Jumio provides a market-leading solution, increasing conversion and reducing fraud rates for its customers, as evidenced by Jumio’s strong growth rate, proven business model, and impressive customer base.”
Ben Cukier, Partner, Centana Growth Partners, added, “We look forward to working with Jumio’s employees and experienced management team. We believe Centana’s experience and network in the financial services ecosystem will help the company accelerate its growth.”
Under the terms of the agreement, the package of consideration includes funding the forecast capital requirements of the company through to cash break even (forecast to be as much as $15 million), the assumption by the buyer of all going-forward liabilities of the business, the hiring of all of the seller’s employees on current terms, the ability of the seller to pay all accrued liabilities of the business during the bankruptcy case, additional cash consideration, and certainty regarding a closing of the sale on Monday, May 9, 2016, while also leaving in the estate potentially valuable claims against third parties.
Having already received Court approval, the transaction is not subject to any closing conditions and is expected to be completed on Monday, May 9, 2016. The company’s subsidiaries located outside the U.S. were not included in the Court proceedings but are included in the sale.
Landis Rath & Cobb LLP is serving as legal advisor, Sagent Advisors LLC is serving as financial advisor and Ernst & Young Capital Advisors LLC is serving as restructuring advisor to Jumio. Winston & Strawn LLP is serving as legal advisor to Centana Growth Partners.
Court filings and other information related to the proposed transaction are available at http://omnimgt.com/jumio.
About: Jumio is a leading identity management and credentials company which helps businesses reduce fraud and increase revenue while providing a fast, seamless customer experience. The company utilizes proprietary computer vision technology to reduce customer sign-up and checkout friction and verify credentials issued from over 120 countries in real-time web and mobile transactions. Jumio’s products are leveraged by a wide range of clients; from the leading internet companies to start-ups, Fortune 500 and FTSE 350 organizations in the financial services, sharing economy, retail, travel and online gaming sectors. Headquartered in Palo Alto, California, Jumio operates globally, with offices in the US and Europe, and has been the recipient of numerous awards for innovation from leading industry associations.