Berkshire Grey is a pure-play robotics company
offering fully integrated, artificial intelligence-based software
and hardware solutions to automate business operations in
warehouses and logistics fulfillment centers – meeting consumer
demands and exponential e-commerce growth
Combined company to have an estimated
post-transaction equity value of up to $2.7 billion
Transaction expected to provide up to $413
million in cash proceeds, including a fully committed PIPE of $165
million anchored by Chamath Palihapitiya, Founder and CEO of Social
Capital, Hedosophia and funds and accounts managed by BlackRock
Current Berkshire Grey shareholders Khosla
Ventures, New Enterprise Associates, Canaan Partners and SoftBank
Group Corp. rolling 100% of their equity in the combined
company
Berkshire Grey expects to have $507 million
cash, which will be used to fund operations and support new and
existing growth initiatives, and no debt on its balance sheet
following the combination
Berkshire Grey (“BG” or the “Company”), a developer of
integrated artificial intelligence (“AI") and robotic solutions for
e-commerce, retail replenishment, and logistics, has entered into a
definitive agreement with Revolution Acceleration Acquisition Corp
(Nasdaq: RAAC) (“RAAC”), a special purpose acquisition company, to
create a leading publicly listed robotics and automation solutions
company with a post-transaction equity value of up to $2.7
billion.
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Founded in 2013 by the current Chief Executive Officer, Tom
Wagner, Ph.D., the Former Chief Technology Officer at iRobot, BG is
a pure-play robotics company offering fully integrated, AI-based
software and hardware solutions to automate business operations in
warehouses and logistics fulfillment centers. The Company’s
powerful solutions help retailers and logistics companies meet the
exponential growth of e-commerce and ever-increasing consumer
demands. BG’s management, engineering, and commercial teams each
have extensive robotics expertise and deep industry experience.
The Company has achieved strong momentum since emerging from
stealth mode in 2018, propelled by the accelerating consumer shift
toward e-commerce and the resulting need for retailers to adapt
their supply chain and warehouse operations to meet consumer
demands for better selection, lower prices, and faster shipping.
Roughly 5% of warehouses are automated today, which highlights the
substantial market opportunity for BG’s solutions.
BG’s AI-enabled robotics solutions are scalable, adaptable and
reliable - providing businesses with a holistic approach to
automation of tasks that speed the flow of goods to consumers. The
Company’s offerings bring together proprietary AI with
differentiated hardware to create robotic picking systems and
multiple types of robotic mobility systems, which are combined in
an orchestrated fashion to drive operational efficiencies.
Differentiated hardware includes full robots, sensing systems,
gripping systems and machine vision systems. The intellectual
property supporting BG’s market-leading solutions is protected by
more than 300 patent filings. Operational efficiencies achieved by
BG customers typically result in a return on their investment in as
little as two to three years.
Order backlog and ongoing negotiations with the Company’s
current customers, which include multi-national retail, e-commerce
and package logistics companies, provide meaningful visibility into
projected revenues for 2021 and 2022. Additionally, BG intends to
grow its commercial organization to meet increasing demand for its
services, deepen its relationships in key industry sectors, and
build out new, value-added services.
John Delaney, the Chief Executive Officer of RAAC, will remain
on the Board of Directors of the combined company upon completion
of the transaction.
“Berkshire Grey was founded to help our customers compete even
more favorably in the rapidly evolving worlds of retail and
logistics,” said Tom Wagner, Founder and Chief Executive Officer of
BG. “Consumer expectations have changed, putting more pressure on
supply chain operations to get the right goods to the right places
at the right times, as efficiently as possible. Over the last 12
months the pandemic amplified the already high pressure to
transform, so today it is no longer a question of if companies
might transform but how quickly. We are incredibly excited about
this transaction, which will enable Berkshire Grey to accelerate
growth and provide new and existing customers with our leading
robotics solutions,” Wagner concluded.
“Today’s consumers expect a better selection of goods, at lower
prices, with shipping that is immediate,” said John Delaney, the
Chief Executive Officer of RAAC. “In our judgment, Berkshire Grey’s
best-in-class technology and uniquely integrated solutions provide
a critical pathway for companies to adapt to these changing needs.
The Company’s strong relationships with an installed base of
blue-chip clients is a testament to its ability to deliver tangible
and measurable results that empower companies to compete even more
effectively. Steve Case and I are honored to partner with Tom and
the rest of Berkshire Grey’s talented team and investors to realize
this singular opportunity to revolutionize how businesses operate.
I look forward to joining their Board of Directors,” added
Delaney.
Transaction Overview
The transaction is expected to provide up to $413 million in
cash proceeds, including a fully committed PIPE of $165 million,
with current BG shareholders Khosla Ventures, New Enterprise
Associates, Canaan Partners and SoftBank Group Corp. rolling 100%
of their equity into the combined company. The PIPE is anchored by
Chamath Palihapitiya, Founder and CEO of Social Capital, Hedosophia
and funds and accounts managed by BlackRock.
At closing, BG expects to have approximately $507 million cash,
which will be used to fund operations and support new and existing
growth initiatives, and no debt on its balance sheet. All
references to available cash from the trust account and retained
transaction proceeds are subject to any redemptions by the public
shareholders of RAAC and payment of transaction expenses.
The transaction, which has been unanimously approved by RAAC’s
Board of Directors and BG’s Board of Directors, is expected to
close during the second quarter of 2021 and is subject to approval
by RAAC’s stockholders and other customary closing conditions.
Advisors
Credit Suisse Securities (USA) LLC is serving as exclusive
financial advisor and capital markets advisor to BG and acted as
sole placement agent on the PIPE. J.P. Morgan Securities LLC is
serving as exclusive financial advisor to RAAC. Skadden, Arps,
Slate, Meagher & Flom LLP acted as legal advisor to RAAC.
Goodwin Procter LLP acted as legal advisor to BG. Paul, Weiss,
Rifkind, Wharton & Garrison LLP is serving as legal advisor to
Credit Suisse Securities (USA) LLC.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K that will contain an
investor presentation to be filed by RAAC with the Securities and
Exchange Commission and available at www.sec.gov. This press
release and the investor presentation are also available on the
RAAC website at https://revolutionaac.com/.
Investor Webcast
The investor webcast will be archived and available for replay
at https://revolutionaac.com/ beginning today at 8:00 AM ET.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transactions between BG and RAAC. Forward-looking
statements may be identified by the use of the words such as “
estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “strategy,” “future,”
“opportunity,” “may,” “target,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” or similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the proposed
transaction between BG and RAAC, including statements as to the
expected timing, completion and effects of the proposed
transaction. These statements are based on various assumptions,
whether or not identified in this document, and on the current
expectations of RAAC’s and BG’s management and are not predictions
of actual performance, and, as a result, are subject to risks and
uncertainties. 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 RAAC and BG.
These forward-looking statements are subject to a number of risks
and uncertainties, including, but not limited to, (i) the risk that
the proposed transaction may not be completed in a timely manner or
at all, which may adversely affect the price of RAAC’s securities,
(ii) the risk that the proposed transaction may not be completed by
RAAC’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by RAAC, (iii) the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the merger agreement by the stockholders of RAAC, the satisfaction
of the minimum trust account amount following redemptions by RAAC’s
public stockholders and the receipt of certain governmental and
regulatory approvals, (iv) the inability to complete the PIPE
investment in connection with the proposed transaction, (v) the
lack of a third party valuation in determining whether or not to
pursue the proposed transactions, (vi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, (vii) the amount of redemption
requests made by RAAC’s public stockholders, (viii) the effect of
the announcement or pendency of the proposed transaction on BG’s
business relationships, operating results and business generally,
(ix) risks that the proposed transaction disrupts current plans and
operations of BG and potential difficulties in BG customer and
employee retention as a result of the proposed transaction, (x)
risks relating to the uncertainty of the projected financial
information with respect to BG, (xi) risks relating to increasing
expenses of BG in the future and BG’s ability to generate revenues
from a limited number of customers, (xii) risks related to BG
generating the majority of its revenues from a limited number of
products and customers, (xiii) the passing of new laws and
regulations governing the robotics and artificial intelligence
industries that potentially restrict BG’s business or increase its
costs, (xiv) potential litigation relating to the proposed
transaction that could be instituted against BG, RAAC or their
respective directors and officers, including the effects of any
outcomes related thereto, (xv) the ability to maintain the listing
of RAAC’s securities on The Nasdaq Stock Market LLC, either before
or after the consummation of the business combination, (xvi) the
price of RAAC’s securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated
industries in which RAAC plans to operate, variations in operating
performance across competitors, changes in laws and regulations
affecting RAAC’s business and changes in the combined capital
structure, (xvii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xviii) unexpected costs, charges or expenses
resulting from the proposed transaction, (xix) risks of downturns
and a changing regulatory landscape and (xx) the effects of natural
disasters, terrorist attacks and the spread and/or abatement of
infectious diseases, such as COVID-19, on the proposed transactions
or on the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transactions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of RAAC’s
registration statement on Form S-1 (File No. 333-250850) (the “Form
S-1”), the registration statement on Form S-4 discussed below (when
it becomes available) and other documents filed by RAAC from time
to time with the U.S. Securities and Exchange Commission (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. If any of these risks materialize or our assumptions
prove incorrect, actual events and results could differ materially
from those contained in the forward-looking statements. There may
be additional risks that neither RAAC nor BG presently know or that
RAAC and BG currently believe are immaterial that could also cause
actual events and results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect RAAC’s and BG’s expectations, plans or forecasts of future
events and views as of the date of this document. RAAC and BG
anticipate that subsequent events and developments will cause
RAAC’s and BG’s assessments to change. While RAAC and BG may elect
to update these forward-looking statements at some point in the
future, RAAC and BG specifically disclaim any obligation to do so,
unless required by applicable law. These forward-looking statements
should not be relied upon as representing RAAC’s and BG’s
assessments as of any date subsequent to the date of this document.
Accordingly, undue reliance should not be placed upon the
forward-looking statements. Neither RAAC nor BG gives any assurance
that either RAAC or BG, or the combined company, will achieve the
results or other matters set forth in the forward-looking
statements.
Additional Information and Where to Find It
This communication relates to the proposed business combination
between RAAC and BG (the “Business Combination”). RAAC intends to
file a registration statement on Form S-4 with the SEC, which will
include a preliminary proxy statement to be distributed to holders
of RAAC’s common stock in connection with RAAC’s solicitation of
proxies for the vote by RAAC’s stockholders with respect to the
Business Combination. After the registration statement has been
filed and declared effective, RAAC will mail a definitive proxy
statement / prospectus to its stockholders as of the record date
established for voting on the Business Combination and the other
proposals regarding the Business Combination set forth in the
registration statement. RAAC may also file other documents with the
SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY
STATEMENT / PROSPECTUS, WHEN THEY BECOME AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS
THEREOF (WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The documents filed by RAAC with the SEC, including
the preliminary proxy statement / prospectus, when available, may
be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, the documents filed by RAAC may be obtained free of
charge upon written request to RAAC at 1717 Rhode Island Ave NW,
Suite 1000, Washington, DC 20036, Attn: Investor Relations.
Participants in the Solicitation
RAAC and BG and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of RAAC in connection with the proposed
transaction under the rules of the SEC. RAAC’s stockholders and
other interested persons may obtain, without charge, more detailed
information regarding the names, affiliations and interests of
directors and executive officers of RAAC in RAAC’s Form S-1 as well
as its other filings with the SEC. Other information regarding
persons who may, under the rules of the SEC, be deemed the
participants in the proxy solicitation of RAAC’s stockholders in
connection with the proposed Business Combination and a description
of their direct and indirect interests, by security holdings or
otherwise, will be included in the preliminary proxy statement /
prospectus and will be contained in other relevant materials to be
filed with the SEC regarding the proposed Business Combination (if
and when they become available) . You may obtain free copies of
these documents at the SEC’s website at www.sec.gov. Copies of
documents filed with the SEC by RAAC will also be available free of
charge from RAAC using the contact information above.
No Offer or Solicitation
This communication is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of RAAC, BG or the combined company, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act, and otherwise in accordance with applicable
law.
About Berkshire Grey
Berkshire Grey helps customers radically change the essential
way they do business by delivering game-changing technology that
combines AI and robotics to automate fulfillment, supply chain and
logistics operations. Berkshire Grey solutions are a fundamental
engine of change that transform pick, pack, move, store, organize
and sort operations to deliver competitive advantage for
enterprises serving today’s connected consumers. Berkshire Grey
customers include Global 100 retailers and logistics service
providers. More information is available at
www.berkshiregrey.com.
Berkshire Grey and the Berkshire Grey logo are registered
trademarks of Berkshire Grey. Other trademarks referenced are the
property of their respective owners.
About Revolution Acceleration Acquisition Corp
Revolution Acceleration Acquisition Corp focuses on value
creation opportunities at the forefront of rapid technological
innovation and economic growth. We believe that alternatives to the
traditional IPO process create a key avenue for transformative,
category-defining companies to quickly and efficiently access
public markets, enabling them to scale their business and create
value for a broad and diverse group of investors. For more
information about Revolution Acceleration Acquisition Corp, please
visit: www.revolutionaac.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210224005491/en/
Tracy Zuckerman Van Grack Revolution
Tracy.VanGrack@revolution.com
Sara Evans / Kerry Golds Finsbury Glover Hering
RAAC-US@finsbury.com
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