Reminds all shareholders to vote before July 20
deadline
Gores Holdings VI (NASDAQ: GHVI, GHVIU, and GHVIW) (“Gores
Holdings VI”), a special purpose acquisition company sponsored by
an affiliate of The Gores Group, LLC, a global investment firm
founded in 1987, announced that the Securities and Exchange
Commission (the “SEC”) has declared effective its registration
statement (the “Registration Statement”) on Form S-4 in connection
with its previously announced proposed business combination with
Matterport, Inc. (“Matterport” or the “Company”), the spatial data
company leading the digital transformation of the built world.
The Company has filed with the SEC a definitive proxy
statement/prospectus with respect to the proposed business
combination. The definitive proxy statement/prospectus contains
important information about the proposed business combination
contemplated by the Agreement and Plan of Merger by and among the
Company, Maker Merger Sub, Inc., Maker Merger Sub II, LLC, and
Matterport dated February 8, 2021 (the “Merger Agreement”) and
announces that the Company will hold a Special Meeting at 9:00
a.m., Eastern time, on July 20, 2021. Every stockholder’s vote is
important, regardless of the number of shares held, and all
stockholders are strongly encouraged to vote as soon as possible in
advance of the Special Meeting.
The declaration of effectiveness by the SEC and the filing of
the definitive proxy statement/prospectus is an important step in
Matterport becoming a publicly traded company, with the goal of
being listed on the Nasdaq Capital Market under the symbol
“MTTR.”
As previously announced, and as further described in the
Registration Statement, the post-business combination company will
have an implied pro forma enterprise value of approximately $2.3
billion and an equity value of approximately $2.9 billion at
closing. After giving effect to any redemptions by the public
stockholders of the Company, the balance of approximately $345
million cash held in Gores Holdings VI's trust account, together
with approximately $295 million in PIPE proceeds, net of
transaction expenses, will be used to support continued growth of
the business across key verticals. The PIPE investment is led by
institutional investors including Tiger Global Management, LLC,
Senator Investment Group, Dragoneer Investment Group, Fidelity
Management & Research Company LLC, funds and accounts managed
by BlackRock, Miller Value Partners, Darlington Partners, Untitled
Investments, and Lux Capital.
All existing Matterport stockholders will roll the entirety of
their equity holdings into the combined company and are expected to
hold approximately 75% of the issued and outstanding shares of
common stock of the combined company immediately following the
closing. The transaction, which has been unanimously approved by
the boards of directors of both Gores Holdings VI and Matterport,
and has the voting support of the requisite equity holders of
Matterport, is expected to close by the end of July 2021, subject
to regulatory approvals, approval of the proposed business
combination by stockholders of Gores Holdings VI, and the
satisfaction or waiver of other customary closing conditions.
Following the closing of the business combination, the Company’s
management team, led by Chief Executive Officer RJ Pittman, will
continue to operate and manage Matterport.
About Gores Holdings VI, Inc.
Gores Holdings VI was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Gores Holdings VI's strategy is to identify, acquire
and, after the initial business combination, to build a company in
an industry or sector that complements the experience of its
management team and can benefit from their operational
expertise.
Additional Information about the Transactions and Where to
Find It
In connection with the proposed business combination, Gores
Holdings VI has filed a registration statement on Form S-4 that
includes a proxy statement/prospectus of Gores Holdings VI. The
Form S-4 was declared effective by the SEC on June 17, 2021. The
definitive proxy statement/prospectus will be sent to all Gores
Holdings VI stockholders as of June 16, 2021, the record date
established for voting on the proposed business combination and the
other matters to be voted upon at a meeting of Gores Holdings VI’s
stockholders to be held to approve the proposed business
combination and other matters (the “Special Meeting”). Gores
Holdings VI may also file other documents regarding the proposed
business combination with the SEC. The definitive proxy
statement/prospectus contains important information about the
proposed business combination and the other matters to be voted
upon at the Special Meeting and is not intended to provide the
basis for any investment decision or any other decision in respect
of such matters. Before making any voting decision, investors and
security holders of Gores Holdings VI and Matterport 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.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Gores
Holdings VI through the website maintained by the SEC at
www.sec.gov, or by directing a request to Gores Holdings VI, Inc.,
6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou
or by contacting Morrow Sodali LLC, Gores Holdings VI’s proxy
solicitor, for help, toll-free at (800) 662-5200 (banks and brokers
can call collect at (203) 658-9400).
Participants in Solicitation
Gores Holdings VI and Matterport and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from Gores Holdings VI’s stockholders in connection with
the proposed business combination. Information about Gores Holdings
VI’s directors and executive officers and their ownership of Gores
Holdings VI’s securities is set forth in Gores Holdings VI’s
filings with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed business combination may be obtained
by reading the proxy statement/prospectus regarding the proposed
business combination. You may obtain free copies of these documents
as described in the preceding paragraph.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between Gores Holdings VI and
Matterport, including statements regarding the benefits of the
proposed business combination, the anticipated timing of the
proposed business combination, the services offered by Matterport
and the markets in which Matterport operates, business strategies,
debt levels, industry environment, potential growth opportunities,
the effects of regulations and Gores Holdings VI’s or Matterport’s
projected future results. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“forecast,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions (including the negative versions of such words
or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of Gores
Holdings VI’s securities; (ii) the risk that the proposed business
combination may not be completed by Gores Holdings VI’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Gores
Holdings VI; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by Gores Holdings
VI’s stockholders, the satisfaction of the minimum trust account
amount following redemptions by Gores Holdings VI’s public
stockholders and the receipt of certain governmental and regulatory
approvals; (iv) the effect of the announcement or pendency of the
proposed business combination on Matterport’s business
relationships, performance, and business generally; (v) risks that
the proposed business combination disrupts current plans of
Matterport and potential difficulties in Matterport employee
retention as a result of the proposed business combination; (vi)
the outcome of any legal proceedings that may be instituted against
Gores Holdings VI or Matterport related to the agreement and plan
of merger or the proposed business combination; (vii) the ability
to maintain the listing of Gores Holdings VI’s securities on the
NASDAQ; (viii) the price of Gores Holdings VI’s securities,
including volatility resulting from changes in the competitive and
highly regulated industries in which Matterport plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting Matterport’s business and changes in the
combined capital structure; and (ix) the ability to implement
business plans, forecasts, and other expectations after the
completion of the proposed business combination, and identify and
realize additional opportunities. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that are described in Gores
Holdings VI’s final proxy statement/prospectus contained in the
registration statement on Form S-4, including those under “Risk
Factors” therein, and other documents filed by Gores Holdings VI
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Gores Holdings VI
and Matterport assume no obligation and, except as required by law,
do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Gores Holdings VI nor Matterport gives any
assurance that either Gores Holdings VI or Matterport will achieve
its expectations.
Disclaimer
This communication relates to a proposed business combination
between Gores Holdings VI and Matterport. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005644/en/
Jennifer Kwon Chou The Gores Group jchou@gores.com
John Christiansen/Cassandra Bujarski/Danya Al-Qattan Sard
Verbinnen & Co GoresGroup-SVC@SARDVERB.com
Linda McNair Matterport press@matterport.com
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