SaaS company that brings workflow efficiencies
to the dental and medical industries, offers investors high-growth
trajectory, a scalable suite of subscription-based software
solutions, and an established runway for future growth through
exclusive state association endorsements
- Growing Software-as-a-Service (SaaS) and Managed
Software-as-a-Service (MSaaS) recurring revenue model backed by a
highly diversified base of healthcare providers as well as blue
chip and enterprise level clientele
- Transaction values iCoreConnect at a pro forma enterprise value
of $98.0 million
- FG Merger Corp. shareholders who choose not to exercise their
redemption rights will have 100% of their equity converted into
preferred stock of the combined company
- Preferred stock of the combined company will carry a 12% coupon
payable in (a) cash or paid-in-kind for the first 24 months after
the close of the transaction and (b) cash thereafter
- Investor presentation to be webcast on January 6th at 8:30 a.m.
ET
iCoreConnect Inc., a SaaS company with an enterprise and
healthcare workflow platform, and FG Merger Corp. (“FGMC”) (Nasdaq:
FGMC), a special purpose acquisition corporation, today announced
they have entered into a business combination agreement for a
business combination that would result in iCoreConnect uplisting
from the over the counter (“OTC”) market to the Nasdaq, and
expecting to trade under the ticker “ICCT”.
iCoreConnect CEO Robert McDermott stated, “iCoreConnect is at
the forefront of bringing workflow efficiencies to healthcare
providers. Our solutions of 15 enterprise SaaS offerings have
experienced significant subscription growth over the past several
years, driven by our excellent sales team and the relationships we
have cultivated with state associations and blue-chip names in the
healthcare industry. We see continued demand for our products from
large healthcare providers, hospitals, dental support
organizations, and large insurance companies. We are laser focused
on meeting this demand.”
FGMC CEO Wes Schrader stated, “The FG Merger team is excited to
announce this transaction with iCoreConnect. We see significant
value in bringing technology workflow solutions to the dental and
medical industry and we are particularly impressed with how Robert
and the iCoreConnect team have positioned themselves within the
industry.”
Larry Swets, Chairman of FGMC, added, “We are excited to provide
iCoreConnect shareholders an opportunity to have their intrinsic
value recognized while providing our shareholders a unique
asymmetric opportunity to contribute to the growth capital of the
combined company. Previously, these unique solutions to growth
capital were only available to a select group of PIPE investors, we
think all of our shareholders should have that opportunity.”
Key Takeaways
- iCoreConnect is positioned to take advantage of significant
technology tailwinds driven by the healthcare industry shift from
server to cloud environment and increasing mandated compliance at
the state level for e-prescription as well as federal compliance
with prescription drug monitoring programs
- 65% revenue CAGR since 2018, achieving estimated revenue of
$8.1 million in 2022
- Agreements with state dental and medical associations that
offer endorsements of iCoreConnect products has established a
runway for future growth and created barriers to entry
- Scalable platform with 15 enterprise SaaS offerings and 28,000+
subscriptions
- System agnostic platform simplifies product adoption and
integration with connections to major electronic health record
systems and thousands of insurance plans
- Dental and medical total addressable market provides meaningful
opportunity to grow market share
- Founder-led management team with track record of growth
Transaction Overview
The transaction is expected to deliver up to $82.5 million of
gross proceeds to the combined company from the FGMC trust account
from its initial public offering in February 2022, assuming no
redemptions. All references to available cash from the trust
account and retained transaction proceeds are subject to any
redemptions by the public stockholders of FGMC and payment of
transaction expenses.
Existing FGMC shareholders who choose not to exercise their
redemption rights in connection with the business combination will
have 100% of their equity converted into preferred stock of the
combined company. The preferred stock will have a 12% coupon
payable in (a) cash or paid-in-kind for the first 24 months after
the close of the transaction and (b) cash thereafter. The initial
conversion price from common stock to preferred stock will be at a
conversion price of $10.00 per share. A reset to the holder of $10
or 20% above the simple average volume weighted average price
(VWAP) will occur 12 months after the closing of the transaction.
The reset price can be no greater than $10.00 per share, and no
less than $2.00 per share.
iCoreConnect common stockholders will receive common stock in
the combined company.
The transaction has no minimum cash
condition, however if the closing cash is less than
$20,000,000 then the Sponsor will forfeit any and all dividends
accrued on any shares of preferred stock owned by the Sponsor.
The transaction, which has been unanimously approved by FGMC’s
board of directors and the members of iCoreConnect’s board, is
expected to close in the second quarter of 2023, and is subject to
approval by FGMC’s stockholders and iCoreConnect’s stockholders as
well as other customary closing conditions.
Additional information about the proposed transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K
filed by FGMC with the Securities and Exchange Commission (“SEC”)
and available at www.sec.gov.
Advisors
ArentFox Schiff LLP is serving as legal advisor to iCoreConnect.
Loeb & Loeb LLP is serving as legal advisor to FGMC.
Investor Webcast and Conference Call Information
iCoreConnect and FGMC will host a joint investor webcast and
conference call to discuss the proposed transaction on January 6,
2023, at 8:30 a.m. ET.
A webcast will be available here:
https://viavid.webcasts.com/starthere.jsp?ei=1589503&tp_key=d3aad893e8
and can also be accessed on ir.icoreconnect.com as well as on
FGMC’s website at www.fgmerger.com.
For those of you who wish to participate by telephone, please
dial 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) and
reference Conference ID: 11153200.
A replay of the call will also be available via webcast at
ir.icoreconnect.com and at www.fgmerger.com.
FGMC will file an investor presentation relating to the proposed
transaction with the U.S. Securities and Exchange Commission (the
“SEC”) as an exhibit to a Current Report on Form 8-K prior to the
call, which will be available on the SEC’s website at www.sec.gov.
All materials can also be found at www.fgmerger.com and at
ir.icoreconnect.com.
About iCoreConnect
iCoreConnect, Inc. is a market leading, cloud-based software and
technology company focused on increasing workflow productivity and
customer profitability through its enterprise and healthcare
workflow platform of applications and services. iCoreConnect is
most notably known for its innovation in solving healthcare
business problems. iCoreConnect’s philosophy places a high value on
customer feedback, allowing iCoreConnect to respond to the market’s
needs. iCoreConnect touts 15 SaaS enterprise solutions and more
than 90 agreements with state or regional healthcare associations
across the United States
About FGMC
FG Merger Corp. is a Nasdaq-listed blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
Additional Information and Where to Find It
In connection with the proposed business combination, FGMC and
iCoreConnect intend to file with the SEC a registration statement
on Form S-4 containing a joint preliminary proxy statement and a
preliminary prospectus of FGMC, and after the registration
statement is declared effective, FGMC and iCoreConnect will mail a
definitive proxy statement/prospectus relating to the proposed
business combination to their respective stockholders. This press
release 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.
FGMC’s and iCoreConnect’s stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about iCoreConnect, FGMC and the
proposed business combination. Such stockholders will also be able
to obtain copies of the preliminary proxy statement / prospectus,
the definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov. The documents filed by FGMC with the SEC also may
be obtained free of charge upon written request to FG Merger Corp,
104 S. Walnut Street, Itasca, IL 60143. The documents filed by
iCoreConnect with the SEC also may be obtained free of charge upon
written request to Attention: Corporate Secretary; 529 Crown Point
Road, Suite 250 Ocoee, Florida 34761.
Participants in the Solicitation
FGMC and iCoreConnect and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from FGMC’s stockholders and iCoreConnect’s
stockholders in connection with the proposed business combination.
A list of the names of the directors and executive officers of FGMC
and iCoreConnect and information regarding their interests in the
business combination will be contained in the proxy statement when
available. You may obtain free copies of these documents as
described in the second paragraph under the above section titled
“Additional Information and Where to Find It.”
Before making any voting decision, investors and security
holders of FGMC and iCoreConnect 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
business combination.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
Forward Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "future," "outlook,"
and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, statements regarding estimates and forecasts of
other performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not
identified in this press release and on the current expectations of
FGMC’s and iCoreConnect’s respective management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of FGMC and
iCoreConnect. Some important factors that could cause actual
results to differ materially from those in any forward-looking
statements could include changes in domestic and foreign business,
market, financial, political and legal conditions.
These forward-looking statements are subject to a number of
risks and uncertainties, including, the inability of the parties to
successfully or timely consummate the business combination,
including the risk that any required regulatory approvals
(including approval from antitrust regulators) are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect FGMC or the expected benefits of the business
combination, if not obtained; the failure to realize the
anticipated benefits of the business combination; the ability of
FGMC prior to the business combination, and the combined company
following the business combination, to maintain the listing of
FGMC’s shares on Nasdaq; costs related to the business combination;
the failure to satisfy the conditions to the consummation of the
business combination, including the approval of the business
combination agreement by the shareholders of FGMC and iCoreConnect,
the risk that the business combination may not be completed by the
stated deadline and the potential failure to obtain an extension of
the stated deadline; the outcome of any legal proceedings that may
be instituted against FGMC or iCoreConnect related to the business
combination; the attraction and retention of qualified directors,
officers, employees and key personnel following the business
combination, the combined company’s ability following the business
combination to compete effectively in a highly competitive market;
the ability to protect and enhance iCoreConnect’s corporate
reputation and brand; the impact from future regulatory, judicial,
and legislative changes in iCoreConnect’s industry; the uncertain
effects of the COVID-19 pandemic; future financial performance of
the combined company following the business combination; the
ability of the combined company to forecast and maintain an
adequate rate of revenue growth and appropriately plan its
expenses; the risk that the business combination disrupt current
plans and operations of iCoreConnect as a result of the
announcement and consummation of the business combination; the
possibility that iCoreConnect may be adversely affected by other
economic, business, regulatory, and/or competitive factors; the
evolution of the markets in which iCoreConnect competes, including
ecommerce; the ability of iCoreConnect to anticipate and respond to
changing consumer preferences and trends; the ability of
iCoreConnect to implement its existing strategic initiatives and
continue to innovate their existing products; the ability of
iCoreConnect to defend its intellectual property; the risk that
iCoreConnect may not be able to execute its growth strategies and
the timing of expected business milestones; the risk that
iCoreConnect may not be able to recognize revenue for its products
and services or secure additional contracts that generate revenue;
and iCoreConnect’s performance, capabilities, strategy, and
outlook. The foregoing list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that FGMC and iCoreConnect do not presently know,
or that FGMC and iCoreConnect currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect FGMC’s and iCoreConnect’s current expectations,
plans and forecasts of future events and views as of the date
hereof. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein and the risk factors of FGMC and iCoreConnect
described in the joint preliminary proxy statement and a
preliminary prospectus contained in the Form S-4 registration
statement that FGMC and iCoreConnect intend to file with the SEC,
including those under “Risk Factors” therein. FGMC and iCoreConnect
anticipate that subsequent events and developments will cause their
assessments to change. However, while FGMC and iCoreConnect may
elect to update these forward-looking statements at some point in
the future, they each specifically disclaim any obligation to do
so, except as required by law. These forward-looking statements
should not be relied upon as representing FGMC’s or iCoreConnect’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230106005090/en/
M. Wesley Schrader Chief Executive Officer FG Merger Corp.
303-396-8751 wes@waveriderpartners.com
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