LOS ANGELES and DALLAS, Oct. 7,
2021 /PRNewswire/ -- Bird Global, Inc. ("Bird Global") and
Switchback II Corporation (NYSE: SWBK) ("Switchback II") today
announced that the Extraordinary General Meeting of Switchback
II (the "Extraordinary General Meeting") to vote on the
previously announced business combination with Bird Rides, Inc.
("Bird"), a leader in shared short range environmentally friendly
electric transportation, is scheduled to be held on November 2, 2021, at 10:00
a.m., Eastern time. The closing of the business combination
is subject to approval by Switchback II's shareholders and the
satisfaction of other customary closing conditions. Switchback II
shareholders at the close of business on the record date of
August 16, 2021 (the "Record Date")
are entitled to notice of the Extraordinary General Meeting
and to vote at the Extraordinary General Meeting. Following
the closing of the proposed business combination, Bird Global
will be listed on the New York Stock Exchange under the new ticker
symbol "BRDS".
The U.S. Securities and Exchange Commission (the "SEC") has
declared effective Bird Global's registration statement on Form S-4
(File No: 333-256187) (as amended, the "Registration
Statement"), which includes a prospectus of Bird Global and a
definitive proxy statement of Switchback II in connection with
Switchback II's Extraordinary General Meeting.
"Today's announcement marks a significant milestone in our path
to becoming a public company and scaling our mission.
Following our outperformance in the first half of this year
and continued progress against our strategic initiatives, Bird is
well positioned to deliver on our objectives with a clear
focus on profitability. As we look ahead, we intend to build upon
our market leadership and grow our business, which currently only
scratches the surface of the estimated $800
billion annual market opportunity for micromobility," said
Bird Founder and CEO, Travis
VanderZanden.
Jim Mutrie and Scott McNeill, Co-Chief Executive Officers and
Directors of Switchback II, commented, "We are proud to help bring
Bird to the public markets and strongly believe in the
company's mission to provide environmentally friendly
transportation for everyone. Travis and the Bird team have
demonstrated execution excellence since inception and continue to
deliver strong operating and financial results in this expansive
market. We look forward to our continued partnership with Bird as
it enters its next chapter."
Recent Business Highlights and Milestones
- As previously reported on August 19,
2021, Bird's second quarter financial performance for the
three-month period ended June 30,
2021 significantly exceeded Bird's expectations.
Results included:
-
- Revenue of $60.0 million, 36%
above expectations, representing a year-over-year increase of 477%
versus the same period in 2020, and a 43% increase versus the same
period in 2019.
- Gross margin of 26% as a percentage of revenue, representing an
85 percentage point increase over the prior year period.
- Ride Profit Margin (before Vehicle Depreciation) as a
percentage of sharing revenue of 49%, compared to 15% for the prior
year period and outperforming expectations by 13 percentage
points.
- Net loss of $43.7 million versus
a net loss of $50.0 million in the
prior year period.
- Adjusted EBITDA loss of $11.5
million, an improvement of 73% year-over-year, exceeding
expectations by 48%.
- In addition to its financial performance, Bird has also
recently achieved many operational milestones including:
-
- The unveiling of its retail e-bike to meet demand in the
$20 billion dollar consumer e-bike
market
- A partnership with Best Buy to make Bird's new e-bike available
on the retailer's website throughout the
United States
- The introduction of Bird's shared e-bike, which expands Bird's
serviceable addressable market by five billion trips annually, will
soon launch in San Diego
- Availability of Bird's shared micro electric vehicles in
New York City and in more than 300
cities globally
Switchback II Shareholder Vote
Every vote is important and Switchback II encourages all
shareholders to make their voice heard by voting as soon as
possible, regardless of the number of shares held. Switchback II's
board of directors unanimously recommends all shareholders as of
the Record Date to vote "FOR" all proposals described in the
Registration Statement in advance of the Extraordinary General
Meeting by telephone, via the Internet or by signing, dating and
returning the proxy card upon receipt by following the instructions
on the proxy card.
The Extraordinary General Meeting will take place at
10:00 a.m. Eastern time, on
November 2, 2021 at the offices of
Vinson & Elkins L.L.P., located at 2001 Ross Avenue, Suite
3900, Dallas, Texas 75201, and
virtually via live webcast by visiting
https://www.cstproxy.com/switchbackii/2021.
Switchback II shareholders who need assistance in completing the
proxy card, need additional copies of the Registration Statement,
or have questions regarding the Extraordinary General Meeting may
contact Switchback II's proxy solicitor, Morrow Sodali LLC, by
telephone at (800) 662-5200 (banks and brokers call collect at
(203) 658-9400) or by email at
SWBK.info@investor.morrowsodali.com.
About Bird
Bird is an electric vehicle company dedicated to bringing
affordable, environmentally friendly transportation solutions such
as e-scooters and e-bikes to communities across the world. Founded
in 2017 by transportation pioneer Travis
VanderZanden, Bird is rapidly expanding. Today, it provides
fleets of shared micro electric vehicles to riders in more than 300
cities globally and makes its products available for purchase at
www.bird.co and via leading retailers and distribution
partners. Bird partners closely with the cities in which it
operates to provide a reliable and affordable transportation option
for people who live and work there.
About Switchback II Corporation
Switchback II was formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities. Switchback II focused its search for a
target business in the broad energy transition or sustainability
arena targeting industries that require innovative solutions to
decarbonize in order to meet critical emission reduction
objectives.
Important Information About the Proposed Transaction and
Where to Find It
In connection with the proposed business combination, Bird
Global filed the Registration Statement with the SEC, which
includes a prospectus of Bird Global and a definitive proxy
statement of Switchback II. The Registration Statement has been
declared effective by the SEC and the definitive proxy
statement/prospectus is being mailed to Switchback II shareholders.
Additionally, Switchback II and Bird Global filed and will file
other relevant materials with the SEC in connection with the
business combination. Copies may be obtained free of charge at the
SEC's web site at www.sec.gov. Security holders of Switchback II
are urged to read the proxy statement/prospectus and the other
relevant materials before making any voting decision with respect
to the proposed business combination because they contain important
information about the business combination and the parties to the
business combination. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Participants in the Solicitation
Switchback II and its directors and officers may be deemed
participants in the solicitation of proxies of Switchback II's
shareholders in connection with the proposed business combination.
Bird and its officers and directors may also be deemed participants
in such solicitation. Security holders may obtain more detailed
information regarding the names, affiliations and interests of
certain of Switchback II's executive officers and directors in the
solicitation by reading Switchback II's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020, and the proxy statement/prospectus and other relevant
materials filed with the SEC in connection with the business
combination. Information concerning the interests of Switchback
II's participants in the solicitation, which may, in some cases, be
different than those of their shareholders generally, is set forth
in the proxy statement/prospectus relating to the business
combination.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements." All statements, other than statements of present or
historical fact included in this press release, regarding
Switchback II's proposed business combination with Bird, Switchback
II's ability to consummate the transaction, the benefits of the
transaction and the combined company's future financial
performance, as well as the combined company's strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this press
release, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Switchback II and Bird disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this press release. Switchback II and Bird
caution you that these forward-looking statements are subject to
numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of either
Switchback II or Bird. In addition, Switchback II and Bird caution
you that the forward-looking statements contained in this press
release are subject to the following factors: (i) the occurrence of
any event, change or other circumstances that could delay the
business combination or give rise to the termination of the
agreements related thereto; (ii) the outcome of any legal
proceedings that may be instituted against Switchback II or Bird
following announcement of the transactions; (iii) the inability to
complete the business combination due to the failure to obtain
approval of the shareholders of Switchback II, or other conditions
to closing in the transaction agreement; (iv) the risk that the
proposed business combination disrupts Switchback II's or Bird's
current plans and operations as a result of the announcement of the
transactions; (v) Bird's ability to realize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition and the ability of Bird to grow and
manage growth profitably following the business combination; (vi)
costs related to the business combination; (vii) changes in
applicable laws or regulations; and (viii) the possibility that
Bird may be adversely affected by other economic, business and/or
competitive factors. Should one or more of the risks or
uncertainties described in this press release occur, or should
underlying assumptions prove incorrect, actual results and plans
could different materially from those expressed in any
forward-looking statements. Additional information concerning these
and other factors that may impact the operations and projections
discussed herein can be found in Switchback II's periodic filings
with the SEC, including Switchback II's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020 and any subsequently filed Quarterly Reports on Form
10-Q, and in the definitive proxy statement/prospectus filed by
Bird Global. Switchback II's and Bird Global's SEC filings are
available publicly on the SEC's website at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to 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 Securities
Act of 1933, as amended.
Investor Contact
Caitlin
Churchill
BirdIR@icrinc.com
Media Contact
Matthew
Lindberg
BirdPR@icrinc.com
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SOURCE Switchback II Corporation