IonQ has entered into a definitive merger
agreement with dMY Technology Group III (NYSE: DMYI.U)
The Transaction will result in $650 million in
gross proceeds, including a $350 million fully committed PIPE with
participation from Fidelity Management & Research Company LLC,
Silver Lake, Breakthrough Energy Ventures, MSD Partners, L.P.,
Hyundai Motor Company and Kia Corporation, and key institutional
investors
Pro forma implied market capitalization of the
combined company is approximately $2 billion
IonQ, Inc., (“IonQ”) announced today that it has entered into a
merger agreement with dMY Technology Group, Inc. III (NYSE:
DMYI.U), a publicly traded special purpose acquisition company
(“dMY III”). Upon closing of the transaction, IonQ shares will
trade on the NYSE under the symbol “IONQ” as the first publicly
traded pure-play hardware and software company in the quantum
computing space.
Throughout human history, we have witnessed technological
breakthroughs that dramatically transformed society. In the
nineteenth century, it was the industrial revolution, powered by
the scientific advances that brought us steam-powered machines,
electricity, and advanced medicine. In the twentieth century,
computing—arguably the greatest of all human inventions—leveraged
human intelligence to run complex calculations, thereby paving the
way for profound advances in virtually every realm of human
experience. IonQ believes the twenty-first century will be defined
by quantum computing and that this technology will have an even
greater impact than classical computing had over the last 100
years.
Quantum computing uses information in a fundamentally different
way than classical computing, and so can address a set of hard
problems classical computing may never solve. Many of these
problems are fundamental, involving society’s most pressing needs,
such as how to live sustainably on our planet, how to cure
diseases, and how to efficiently move people and goods. Because
they are based on quantum information rather than classical
information, IonQ believes the best way to solve them is to use
quantum computing.
IonQ is building the world’s best quantum computers to tackle
such challenges. In addition to producing the first and only
quantum computer available via the cloud on both Amazon Braket and
Microsoft Azure, IonQ has defined what it believes to be the best
path forward to scaling quantum computing power. By 2023, IonQ
plans to develop modular quantum computers small enough to be
networked together, which could pave the way for broad quantum
advantage by 2025.
“This transaction advances IonQ’s mission, to solve critical
problems that impact nearly every aspect of society,” said Peter
Chapman, CEO & President of IonQ. “With our key strategic
partners, such as Breakthrough Energy Ventures, Hyundai Motor
Company and Kia Corporation, we look forward to leveraging the
power of quantum computing in the fight against climate change and
to solve vexing problems from materials design to logistics that
impact the transportation industry.”
“IonQ’s quantum computers are uniquely positioned to capture a
market opportunity of approximately $65 billion by 2030. Quantum
computers will create value across thousands of new applications,
and IonQ is poised to be the first company able to fully exploit
this massive opportunity,” said Niccolo de Masi, CEO of dMY
III.
Transaction Overview
The transaction has been unanimously approved by the Board of
Directors of dMY III, as well as the Board of Directors of IonQ,
and is subject to the satisfaction of customary closing conditions,
including the approval of the stockholders of dMY III.
The combined entity will receive approximately $300 million from
dMY III’s trust account, assuming no redemptions by dMY III’s
public stockholders, as well as $350 million in gross proceeds from
a group of strategic and institutional investors participating in
the transaction via a committed private placement investment
(“PIPE”). In addition to Fidelity Management & Research Company
LLC, Breakthrough Energy Ventures, Hyundai Motor Company and Kia
Corporation, new investors include Silver Lake, MSD Partners, L.P.,
and TIME Ventures, the investment fund for Marc Benioff. The PIPE
includes additional investment by existing investors including, New
Enterprise Associates, GV, and Mubadala Capital.
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 and in dMY III’s
registration statement on Form S-4, which will include a document
that serves as a prospectus and proxy statement of dMY III,
referred to as a proxy statement/prospectus, each of which will be
filed by dMY III with the Securities and Exchange Commission
(“SEC”) and available at www.sec.gov.
Conference Call Information
dMY III Technology Group Acquisition Corp's investor conference
call and presentation discussing the transaction can be accessed by
visiting www.dmytechnology.com. A telephone replay of the call is
available by dialing 1-844-512-2921 (toll/international
1-412-317-6671) and entering passcode 1143881. A transcript of the
call will also be filed by dMY III Technology Group with the
SEC.
Advisors
Morgan Stanley & Co. LLC is serving as the exclusive
financial advisor to IonQ. Goldman Sachs & Co. LLC is serving
as the exclusive financial advisor to dMY III. Goldman Sachs &
Co. LLC and Morgan Stanley & Co. LLC are also acting as co-lead
placement agents on the PIPE. Needham & Company also acted as
placement agent on the PIPE. Cooley LLP and Cleary Gottlieb Steen
& Hamilton LLP are representing IonQ and dMY III, respectively,
as legal counsel.
About IonQ, Inc.
IonQ, Inc. is the leader in quantum computing, with a proven
track record of innovation and deployment. IonQ’s 32 qubit quantum
computer is the world’s most powerful quantum computer, and IonQ
has defined what it believes is the best path forward to scale.
IonQ is the only company with its quantum systems available through
both the Amazon Braket and Microsoft Azure clouds, as well as
through direct API access. IonQ was founded in 2015 by Chris Monroe
and Jungsang Kim based on 25 years of pioneering research at the
University of Maryland and Duke University. To learn more, visit
www.IonQ.com.
About dMY Technology Group, Inc. III
dMY III is a special purpose acquisition company formed by dMY
III Technology Group, Harry L. You and Niccolo de Masi for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or assets.
Important Information About the Proposed Transaction and
Where to Find It
This communication may be deemed solicitation material in
respect of the proposed business combination between dMY III and
IonQ (the “Business Combination”). The Business Combination will be
submitted to the stockholders of dMY III and IonQ for their
approval. In connection with the vote of dMY’s stockholders, dMY
III Technology Group, Inc. III intends to file relevant materials
with the SEC, including a registration statement on Form S-4, which
will include a proxy statement/prospectus. This communication does
not contain all the information that should be considered
concerning 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. dMY III’s stockholders and other
interested parties are urged to read, when available, the
preliminary proxy statement, the amendments thereto, the definitive
proxy statement and any other relevant documents that are filed or
furnished or will be filed or will be furnished with the SEC
carefully and in their entirety in connection with dMY III’s
solicitation of proxies for the special meeting to be held to
approve the Business Combination and other related matters, as
these materials will contain important information about IonQ and
dMY III and the proposed Business Combination. Promptly after
the registration statement is declared effective by the SEC, dMY
will mail the definitive proxy statement/prospectus and a proxy
card to each stockholder entitled to vote at the special meeting
relating to the transaction. Such stockholders will also be able to
obtain copies of these materials, without charge, once available,
at the SEC’s website at http://www.sec.gov, at the Company’s
website at https://www.dmytechnology.com or by written request to
dMY Technology Group, Inc. III, 11100 Santa Monica Blvd., Suite
2000, Los Angeles, CA 90025.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements may be made directly in this
communication. Some of the forward-looking statements can be
identified by the use of forward-looking words. Statements that are
not historical in nature, including the words “anticipate,”
“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”
“forecast” and other similar expressions are intended to identify
forward-looking statements. 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 press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of dMY’s securities; (ii) the risk that the transaction may not be
completed by dMY’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by dMY; (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the approval of the
merger agreement by the stockholders of dMY, the satisfaction of
the minimum trust account amount following any redemptions by dMY's
public stockholders and the receipt of certain governmental and
regulatory approvals; (iv) the lack of a third-party valuation in
determining whether or not to pursue the proposed transaction; (v)
the inability to complete the PIPE transaction; (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement; (vii) the effect of the
announcement or pendency of the transaction on IonQ’s business
relationships, operating results and business generally; (viii)
risks that the proposed transaction disrupts current plans and
operations of IonQ; (ix) the outcome of any legal proceedings that
may be instituted against IonQ or against dMY related to the merger
agreement or the proposed transaction; (x) the ability to maintain
the listing of dMY’s securities on a national securities exchange;
(xi) changes in the competitive industries in which IonQ operates,
variations in operating performance across competitors, changes in
laws and regulations affecting IonQ’s business and changes in the
combined capital structure; (xii) the ability to implement business
plans, forecasts and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities; (xiii) the risk of downturns in the market and the
technology industry including, but not limited to, as a result of
the COVID-19 pandemic; and (xiv) costs related to the transaction
and the failure to realize anticipated benefits of the transaction
or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions. 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 the
registration statement on Form S-4, when available, and other
documents filed by dMY 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 dMY and IonQ assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither dMY
nor IonQ gives any assurance that either dMY or IonQ, or the
combined company, will achieve its expectations.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer or invitation for the sale or purchase of
securities, assets or the business described herein or a commitment
to the Company or the IonQ with respect to any of the foregoing,
and this press release shall not form the basis of any contract,
nor is it a solicitation of any vote, consent, or approval in any
jurisdiction pursuant to or in connection with the Business
Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.
Participants in Solicitation
dMY III and IonQ, and their respective directors and executive
officers, may be deemed participants in the solicitation of proxies
of dMY III’s stockholders in respect of the Business Combination.
Information about the directors and executive officers of dMY III
is set forth in the dMY III’s filings with the SEC. Information
about the directors and executive officers of IonQ and more
detailed information regarding the identity of all potential
participants, and their direct and indirect interests by security
holdings or otherwise, will be set forth in the definitive proxy
statement/prospectus for the Business Combination when available.
Additional information regarding the identity of all potential
participants in the solicitation of proxies to dMY III’s
stockholders in connection with the proposed Business Combination
and other matters to be voted upon at the special meeting, and
their direct and indirect interests, by security holdings or
otherwise, will be included in the definitive proxy
statement/prospectus, when it becomes available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210308005321/en/
For IonQ:
Investors: Michael Bowen and Ryan Gardella IonQIR@icrinc.com
Media: Faiz Mandviwalla ionq@thisisoutcast.com 856-904-4868
For dMY III:
Investors: Niccolo de Masi dMY Technology Group, Inc. III
niccolo@dmytechnology.com 310-600-6667
Media: ICR Inc. dmypr@icrinc.com
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