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Robert.Jervis_43227 Jun 01

Freightos to list on NASDAQ

Freightos to list on NASDAQ image
“Freightos is addressing an area of overwhelmingly unmet need in the global economy”
Freightos Limited and Gesher I Acquisition Corp., a special purpose acquisition company, have announced they have entered into a definitive merger agreement that would result in Freightos being publicly listed on the NASDAQ under the ticker symbol FROS. The combined entity, to be known as Freightos, with offices around the world, will have a pro forma enterprise value of approximately $435 million.
 
Freightos connects participants across the international freight ecosystem, including hundreds of airlines, ocean liners, and trucking companies, as well as thousands of freight forwarders and over ten thousand importers and exporters, through a transparent digital platform that allows real-time global freight rate comparison, booking, and shipment management. The capital raised from the transaction will be invested to further scale the business, driving transaction value and improving margins.
 
Freightos was inspired by the successful digital revolutions in passenger travel, retail, lodging, and other industries, aiming to bring similar efficiency and transparency to the massive but largely undigitalized international freight industry.
 
“Global freight moves the world,” said Zvi Schreiber, Chief Executive Officer of the Freightos Group.

“Last year, $22 trillion worth of goods crossed borders, but we have all witnessed what happens when shipping doesn’t run smoothly, creating inventory shortages and increasing prices that challenge businesses and consumers globally. This presents a massive opportunity to digitalize one of the last large offline industries.
 
“Our combination with Gesher and access to public markets will allow Freightos to continue to aggressively scale our platform and lead as an international freight booking and payment tool of choice.

“This day represents new opportunities for the Freightos team around the world, whose diligence and dedication has made Freightos what it is today.”
 
“Freightos is modernizing the global shipping industry as a true innovator in the logistics space,” added Ezra Gardner, Gesher’s Chief Executive Officer.

“It enjoys positive unit economics, high gross margins, an incredibly high growth rate, and impressive customer retention. It is distinguished by its proprietary technology, data analytics, and deep network of customers comprising some of the largest players in the global supply chain today. Following the combination, Freightos will be the only pure-play public global freight platform investment opportunity available, and we’re excited to partner with Zvi and his team on this enormous market opportunity.”
 
In addition to the proposed merger with Gesher, the combined entity has obtained $80 million in capital commitments.

Leading global investment firms and strategic industry players that have made commitments include:
  • Qatar Airways, the world’s largest air cargo carrier, has agreed to invest another $10 million in the combined company
  • M&G Investments (£370 billion of assets under management) made a $60 million commitment to the Company, consisting of 4 million units of Gesher at $10.00 a share, waiving redemption rights with respect to approximately one million shares, as well as providing an additional backstop commitment of up to $10 million
  • Composite Analysis Group, Inc., an affiliate of Safer Logistics, LLC, committed up to $10 million to backstop redemptions by shareholders of Gesher

Existing shareholders in Freightos include
  • FedEx Corporation
  • SGX Group (the Singapore Exchange Limited)
  • Qatar Airways
  • IAG Cargo, the cargo division of International Airlines Group (a leading airline group whose brands include British Airways and Iberia)
  • LATAM Airlines Group
  • Bob Mylod (Chairman of Booking Holdings)
  • Aleph
  • MoreVC

As an expression of confidence in Freightos and long term commitment, the team and large existing and new Freightos shareholders have signed lockup agreements spanning two years.
 
“Freightos is addressing an area of overwhelmingly unmet need in the global economy; fixing global freight. With its marketplace technology winning rapid commercial adoption, it is an ideal target for Gesher,” stated Carl Vine, Portfolio Manager at M&G.

“The recent growth trajectory suggests that the company is well on its way to cementing its dominant position in this opportunity-rich area. We’re confident that this business combination will help Freightos realize its immense potential.”
 
Key Transaction Terms

The business combination is projected to generate gross proceeds of at least $80 million (and up to $166 million depending on redemptions), which will be used to fund Freightos’ growth plan. The implied pro forma equity value of the combined company is expected to be at least approximately $500 million, with a pro forma enterprise value of approximately $435 million. Existing Freightos shareholders are expected to own up to 78% of the combined company after funding.
 
The Freightos management team will remain in place with Dr. Zvi Schreiber continuing to serve as Chief Executive Officer, overseeing the Company’s strategic growth and expansion efforts, and Mr. Ran Shalev remaining as Chief Financial Officer. The board of directors of the Company is expected to include Dr. Udo Lange, the Chief Executive Officer of FedEx Logistics, Mr. Guillaume Halleux, the Chief Cargo Officer of Qatar Airways (the world’s largest air cargo carrier), Mr. Bob Mylod, Chairman of Booking Holdings, industry veteran Ms. Inna Kuznetsova, and other leading tech investors, as well as Mr. Ezra Gardner, the Chief Executive Officer of Gesher. The newly expanded board of directors of the Company will have significant logistics experience, deep technology knowledge, public company and capital markets experience, and a diversity of viewpoints and skills to serve as good stewards of the Company. Strict internal screens are in place to avoid directors associated with logistics companies being exposed to any data relating to their competitors. The proposed transaction has been unanimously approved by the boards of directors of Gesher and Freightos. The transaction is expected to close in the second half of 2022, subject to customary closing conditions, including the approval of Gesher and Freightos shareholders and regulatory review.
 
About Freightos Limited

Freightos Limited, a Cayman Island-registered online global freight booking platform, has expanded its services amid rising demand for supply chain transparency.
 
Freightos.com is believed to be the largest digital international freight marketplace, connecting logistics providers and importers/exporters for instant pricing, booking, and shipment management with offices globally. Over ten thousand SMBs and enterprise organizations have sourced shipping services via Freightos.
 
  • WebCargo by Freightos is a leading global freight platform connecting carriers and forwarders. In particular, it is the largest air cargo ebooking platform, enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airline, ocean liners and trucking carriers.  Airlines on the platform represent over a third of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales
  • Freightos Data calculates the Freightos Baltic Index (FBX), the industry’s key daily benchmark of container shipping prices, the Freightos Air Index, which is currently in beta, as well as other data products that improve supply chain decision making, planning, and pricing transparency
 
Founded by serial entrepreneur Zvi Schreiber in 2012, Freightos is a widely recognized logistics technology leader with a worldwide presence and a broad customer network.
 
About Gesher I Acquisition Corporation

Gesher I Acquisition Corp. (“Gesher”) (NASDAQ: GIAC), a publicly-listed special purpose acquisition company headquartered in Tel Aviv, is an ideal partner for Freightos, led by investors with deep relationships across the banking and transportation sectors.
 
Gesher is registered as a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
 
Advisors

Oppenheimer is serving as exclusive financial advisor to Freightos. DLA Piper LLP (US) is serving as legal advisor to Freightos.
 
Bryan Cave Leighton Paisner is serving as legal advisor to Gesher.
 
WebCargo by Freightos is exhibiting at Multimodal on stand 2088