Kore Group Holdings, Inc. · NYSE:KORE

Kore — KORE Wireless — SPAC Merger (March 2021)

44 slides from Kore's SPAC merger presentation, Mar 12, 2021

  1. Slide 1: Investor Presentation March 2021

    Exhibit 99.2 Investor Presentation March 2021 STRICTLY PRIVATE AND CONFIDENTIAL 1Exhibit 99.2 Investor Presentation March 2021 STRICTLY PRIVATE AND CONFIDENTIAL 1

  2. Slide 2: Disclaimer

    Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Cerberus Telecom Acquisition Corp. (“CTAC”) and KORE Wireless (“KO

  3. Slide 3: Disclaimer (Cont'd)

    Disclaimer (Cont’d) Non-GAAP Financial Measures This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to EBITDA, Adjusted EBITDA and certain ratios and other metrics derived therefrom. These

  4. Slide 4: Transaction overview

    Transaction overview Summary of KORE and CTAC proposed business combination th • On December 24 , 2020, KORE and CTAC executed a non-binding term sheet setting forth the potential terms of a business combination Transaction Timing • Definitive documentation was signed March 10, 2021 • The transactio

  5. Slide 5: Sources & uses / pro forma valuation

    Sources & uses / pro forma valuation ($ in millions) Estimated Sources & Uses Illustrative Pro Forma Valuation Illustrative Share Price $ 10.00 Sources ($mm) 5 Pro Forma Shares Outstanding 90.3 1 Existing KORE Shareholders Equity Rollover $ 346 38.3 % Implied Equity Value $ 903 2 SPAC Cash in Trust

  6. Slide 6: KORE aligns perfectly with CTAC's strategy

    KORE aligns perfectly with CTAC’s strategy Cerberus Telecom Acquisition Corp (“CTAC”) in partnership with KORE will utilize its 200+ Deep Industry Relationships combined years of telecom and technology leadership in conjunction with Cerberus’ multi- disciplinary investment and resource platforms to

  7. Slide 7: CTAC views KORE as having downside protection with significant upside potential

    CTAC views KORE as having downside protection (predictable revenue) with significant upside potential KORE satisfies KORE satisfies all of all of CTAC’s CTAC’s initial initial investment investment criteria criteria Initial target universe Initial target universe Physical Infrastructure Network Infr

  8. Slide 8: Business Overview

    Business OverviewBusiness Overview

  9. Slide 9: KORE's mission to simplify the complexities of IoT

    With the oncoming tidal wave of connected devices, KORE’s mission is to simplify the complexities of IoT and help customers Deploy, Manage, and Scale their mission-critical IoT solutions STRICTLY PRIVATE AND CONFIDENTIAL 9With the oncoming tidal wave of connected devices, KORE’s mission is to simpli

  10. Slide 10: KORE at a glance

    KORE at a glance Leading global, independent provider of mission critical IoT solutions • KORE is a market leader in enabling end-to-end IoT solutions for enterprises • Trusted advisor, enabling our customers to Deploy, Manage and Scale their IoT solutions Who We Are • Blue chip customer base includ

  11. Slide 11: KORE business model: offering high demand IoT services

    KORE business model: offering high demand IoT services Product line Product line Products Products Product description Product description Primary pricing method Primary pricing method • IoT connectivity services offered through market leading IoT platform ‘KORE One’ Connectivity • Our connectivity

  12. Slide 12: KORE differentiators and IoT customer use cases

    KORE differentiators and IoT customer use cases •• KORE differentiators KORE differentiators•• KORE customer KORE customer IoT IoT u use cases se cases Connected ü 44 carrier integrations (each takes ~2 years) Fleet Mgmt. Blood Sugar ü Industry leading KORE One platform (7 engines) Monitors ü Connec

  13. Slide 13: IoT deployments are extremely complex

    IoT deployments are extremely complex •• Top challenges in IoT Top challenges in IoT deployments deployments•• KORE’s IoT in a Box KORE’s IoT in a Box 1 2 3 4 Lack of in- Technology Connectivity, IoT Strategy & Deployment house IoT Evaluation, Device & End-to-End (forward expertise and Selection, Da

  14. Slide 14: Customer case study: Customer #1

    Customer case study: Customer #1 Customer #1 is a multinational medical devices company. KORE works with the cardiac monitoring (pacemakers and related devices) division, which is a market leader in this line of products. It has been KORE’s customer for >10 years. Cardiac Device Bedside Monitor KORE

  15. Slide 15: Focus industry sector: Connected Health

    Focus industry sector: Connected Health KORE’s credentials in Connected Health will drive market share in an expanding market Connected Health overview KORE Connected Health capabilities 2025 Streamline Implementation: Simplifies the complexities of IoT, overcoming Industry barriers to adoption and

  16. Slide 16: KORE's five focus industry sectors are growing fast

    KORE’s five focus industry sectors, representing 80%+ of the IoT market, are growing fast 5G drives significant new use cases in mission critical applications across KORE’s target industries Vertical 2020P-2025P CAGR Transformational use cases Assets Home / Business Critical Asset 34.2 % Offender Tr

  17. Slide 17: KORE: unique one stop shop IoT Solutions enabler

    KORE: unique “one stop shop” IoT Solutions enabler is a differentiated player providing comprehensive IoT solutions – CaaS, Solutions & Analytics IoT Ecosystem Partners Analytics & Connectivity Solutions Cloud Platforms ü IoT specialistü Secure & cost efficientü Full control over IoT stackü Fast tim

  18. Slide 18: KORE is well positioned in the early innings of a growth opportunity in IoT

    KORE is well positioned in the early innings of an exciting growth opportunity in IoT 2020 2025 2030 $906B $382B $608B $250B $78B $269B ~$7 Trillion $35B $48B Applications & Platforms Managed Services Connectivity 3% 5% 2% 7% 12% 10% 5% 12% 12% 40% 57% 10% 21% 78% 26% Connected Devices = 22 billion

  19. Slide 19: Significant potential growth opportunity

    Significant potential growth opportunity IoT connections by technology 80,000 of total mobile data over 5G 45% (1) • CaaS networks 70,000 ‐ Licensed Broadband & Critical IoT ‐ Unlicensed (4G/5G) Low-Power Wide- ‐ Satellite Area Connections 60,000 2.7B (2) by 2025 Massive IoT • CEaaS (Licensed LPWA –

  20. Slide 20: 5G will enable a connected planet

    5G will enable a connected planet Construction and mining Digitized education $1.1T $0.3T Precision agriculture Connected healthcare $0.3T $1.1T Powering t Powering th he e digit digita al l eco econom nomy y $13.2 Trillion $13.2 Trillion iin n gl glo ob bal econo al econom mic ic val valu ue e by 2

  21. Slide 21: KORE expects to be a leading enabler of 5G adoption

    KORE expects to be a leading enabler of 5G adoption Powered by KORE’s 5G-ready eSIM and KORE provides multi-multi-multi value 5G connectivity proposition enabled and simplified by proprietary KORE management Powered by its plans One platform KORE aims to for a fully virtualized enable Edge multi-car

  22. Slide 22: Phased transformation to KORE 3.0

    Phased transformation to KORE 3.0 Year Year Year Year Year Year Year Year Year Year One One Two Two Three Three Four Four Five Five 2019 2020 2021 2022 2023 Year Year • One Team KORE; • Acquisition/integration • Capability• Broadened industry • Portfolio mix from Zero Zero high-performance of Integr

  23. Slide 23: KORE's growth acceleration to ~$1B in sales

    KORE’s growth acceleration to ~$1B in sales 2 ~ $900M 1 ~$ 700M Robust M&A pipeline of Edge and AI strategic and analytics accretive portfolio opportunities Pre-configured expansion Selling existing IoT industry customers solutions $ 219M multiple services Customer portfolio growth > 20% New custome

  24. Slide 24: Past M&A wins coupled with strong future M&A pipeline

    Past M&A wins coupled with strong future M&A pipeline KORE has a successful track record of executing and integrating strategic acquisitions Recent M&A Transaction Recent M&A Transaction Highlights Highlights Illustrative M&A Illustrative M&A Pipeline Pipeline Est. Solution Target Location Revenue O

  25. Slide 25: KORE: accelerating growth & revenue visibility

    KORE: accelerating growth & revenue visibility 25 Scale & Scale & Growth Growth Established & Established & Proven Proven Growth in Total Contract Recurring Revenue in 2020E +69% ~92% Value of Wins in 2020E vs. 1 2019A Scale & Growth Top 25 Customer Revenue BAU Churn from Go-Forward +26% <1% 2,3 CAG

  26. Slide 26: KORE's TCV wins increased by 69% in 2020

    KORE’s TCV wins increased by 69% in 2020 Estimated TCV (Total Contract Estimated TCV (Total Contract Value) Value) of Wins by Quarter of Wins by Quarter $ 58 $ 51 $ 44 $ 42 $ 33 $ 27 $ 20 $ 20 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 2019 TCV: $110MM 2020 TCV: $186MM +69% TCV Growth Note: Tot

  27. Slide 27: KORE's SIM growth momentum is accelerating

    KORE’s SIM growth momentum is accelerating 2020 2020 sequential sequential SIM growth for Go Forward SIM growth for Go Forward 2020 2020 average average SIM count SIM count for Go Forward customers for Go Forward customers customers customers (in M) (in M, % of total) Annualized 10.9 18% 10% 29% 48%

  28. Slide 28: Financial Overview

    Financial OverviewFinancial Overview

  29. Slide 29: Pro forma financial summary

    Pro forma financial summary Historicals Prelim. Forecast CAGR 3 3 (US$ in millions) 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P '21P-'25P CaaS $ 115 $ 125 $ 138 $ 144 $ 163 $ 187 $ 213 $ 246 14 % % Growth 9 % 10 % 5 % 13 % 15 % 14 % 15 % IoT Solutions 40 47 48 59 70 89 120 168 30 % % Growth 20 %

  30. Slide 30: Strong organic growth performance, lift off ahead

    Strong organic growth performance, lift off ahead 2018A – 2018A – 2025P Revenue 2025P Revenue Bridge Bridge Commentary Commentary ($ in millions) % of Revenue Organic Revenue Organic Revenue Growth Growth from Installed ~97% ~90% ~83% ~79% ~75% ~ ~26% or 26% organic gr ganic grow owth th ( (a av ve

  31. Slide 31: Extremely high level of revenue visibility

    Extremely high level of ’21P-’25P revenue visibility 2021P – 2021P – 2025P Revenue 2025P Revenue Visibility Visibility ($ in millions) Installed Base ~99% ~97% ~91% ~86% ~83% as of 2021P Installed Base ~97% ~90% ~83% ~79% ~75% as of 2020A $ 414 $ 70 $ 333 $ 30 $ 44 $ 276 $ 68 $ 26 $ 22 $ 238 $ 219 $

  32. Slide 32: 2020 closed with incredible momentum

    2020 closed with incredible momentum 1 1 2020 2020 Quarterly Adj. Revenue Quarterly Adj. Revenue Business Momentum Business Momentum ($ in millions) Same Qtr 3% 3% 6% 17% PY Growth +69% +26% $ 49 Growth in Total Contract Top 25 Customer Revenue Value of Wins in 2020E vs. CAGR from 2018A through 2 20

  33. Slide 33: Appendix

    AppendixAppendix

  34. Slide 34: KORE's IoT managed services portfolio

    KORE’s IoT managed services portfolio KORE provides a one-stop-shop for IoT deployment IoT Strategy Technology Connectivity , Deployment Operations Sustainment Analysis & 13 & End-to-end 2 Evaluation, Device & Data4 (forward 5 Management & 6 (reverse 7 Optimization Security Selection, Dev Management

  35. Slide 35: Customer use case: Cardiac rhythm monitoring

    Customer use case: Cardiac rhythm monitoring KORE’s solution enables global deployment and management of regulated medical equipment Network Design Demand Forecast Technical Support Advanced Manage Roaming Footprint Supply Chain Tier 2 Services Updates Tier 3 – Connectivity / Network Order Managemen

  36. Slide 36: KORE's leadership team

    KORE’s leadership team Decades of leadership and domain expertise in IoT with significant public company experience Louise Winstone Bryan Lubel Gideon Rogovsky Tushar Sachdev EVP, CHRO EVP, CTO EVP, IoT Managed SVP, Americas Romil Bahl Puneet Pamnani Services President, Executive Vice President, Chi

  37. Slide 37: Abry Partners overview

    Abry Partners overview • Founded in 1989, Abry Partners (“Abry”) is a sector- Selected Communications Investments Selected Communications Investments focused private equity firm investing primarily in media, communications, software, and business and information services companies • Completed over $

  38. Slide 38: KORE: unique one stop shop IoT enabler

    KORE: unique “one stop shop” IoT enabler What Deploy Manage Scale we do… How CaaS Solutions Analytics we do it… • End-to-end services from strategy • Advanced analytics supported by • Connectivity-as-a-Service (CaaS) and security design, to networks and KORE’s proprietary IP platform delivering glob

  39. Slide 39: Highly attractive financial profile

    Highly attractive financial profile Projected Revenue Projected Revenue ($ in millions) $ 414 +29.7% $ 333 CAGR $ 168 $ 276 $ 238 $ 120 $ 219 $ 89 +11.5% $ 70 $ 59 CAGR $ 246 $ 213 $ 187 $ 168 $ 159 2021P 2022P 2023P 2024P 2025P Managed Connectivity IoT Solutions Projected Adj. EBITDA & Projected Ad

  40. Slide 40: Accelerating momentum in sales activity

    Accelerating momentum in sales activity 1 1 1 1 TCV of New TCV of New Business Business Wins Wins TCV of Opportunities Created TCV of Opportunities Created ($ in millions) $ 519 $ 186 $ 51 $ 110 $ 58 $ 228 $ 42 $ 44 $ 27 $ 20 $ 33 $ 20 2019 2020 2019 2020 Q1 Q2 Q3 Q4 (1) TCV estimates include wins a

  41. Slide 41: Pro forma capitalization

    Pro forma capitalization ($ in millions) Summary Capitalization Pro Forma Leverage Pre-Transaction Pro Forma Pre-Transaction Pro Forma Total Senior Debt $ 304 Total Senior Debt $ 254 4.4 x Total Cash (10) Total Cash (143) 1.7 x Net Debt $ 294 Net Debt $ 110 4.6 x • Pre transaction net debt of 4.4x l

  42. Slide 42: Pro forma EBITDA

    Pro forma EBITDA ($ in millions) 2019 2020 Net Loss $(23) $(35) Change in fair value of warrant liabilities (0) 7 Tax Expense - 0 Interest expense, net 25 23 Depreciation and amortization 48 52 Impairment 4 - Taxes (13) (5) Pro forma EBITDA $ 40 $ 43 Pro forma EBITDA, Integron 8 - Stock based compen

  43. Slide 43: Select Risk Factors for PIPE Investors

    Select Risk Factors for PIPE Investors These Risk Factors are being provided to certain sophisticated institutional investors for potential investment in Cerberus Telecom Acquisition Corp. (“CTAC”) as part of a proposed business combination between KORE Wireless Group, Inc. (“KORE”) and CTAC pursuan

  44. Slide 44: Select Risk Factors for PIPE Investors (Cont'd)

    Select Risk Factors for PIPE Investors (Cont’d) • the Company’s dependence on cellular carrier networks as the base layer for its IoT connectivity network services, and its ability to maintain good relationships and favorable terms and conditions with these cellular network carrier vendors; • the Co

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