Berkshire Grey, a Leader in AI-Enabled Robotics & Automation Solutions, Announces Bus. Combination with Revolution Accelerati...
February 24 2021 - 06:00AM
Business Wire
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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(Photo: Business Wire)
(Photo: Business Wire)
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.
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.
View source 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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