Matterport, Inc. (Nasdaq: MTTR) (“Matterport” or the “Company”),
the leading spatial data company driving the digital transformation
of the built world, today announced that it will no longer hold its
first quarter results conference call originally scheduled for
Monday, May 6, 2024 at 1:30 p.m. Pacific time (4:30 p.m. Eastern
time) due to the April 22, 2024 announcement that Matterport has
entered into a definitive agreement to be acquired by CoStar Group,
Inc. Due to the pending transaction, Matterport will not be
providing quarterly financial guidance.
On Monday, May 6, Matterport will issue its first quarter
earnings press release and post supplemental earnings information
on its website at https://investors.matterport.com.
About Matterport
Matterport, Inc. (Nasdaq: MTTR) is leading the digital
transformation of the built world. Our groundbreaking spatial data
platform turns buildings into data to make nearly every space more
valuable and accessible. Millions of buildings in more than 177
countries have been transformed into immersive Matterport digital
twins to improve every part of the building lifecycle from
planning, construction, and operations to documentation, appraisal
and marketing. Learn more at matterport.com and browse a gallery of
digital twins.
©2024 Matterport, Inc. All rights reserved. Matterport is a
registered trademark and the Matterport logo is a trademark of
Matterport, Inc. All other marks are the property of their
respective owners.
Investor Contact:ir@matterport.com
Important Additional Information
Regarding the Proposed Transaction Will Be Filed with the SEC and
Where to Find It
In connection with the proposed transaction
among Matterport, CoStar and certain subsidiaries of CoStar (the
“proposed transaction”), CoStar intends to file with the SEC a
registration statement on Form S-4 (the “Registration Statement”)
to register the shares of CoStar’s common stock to be issued in
connection with the proposed transaction. The Registration
Statement will include a document that serves as a prospectus of
CoStar and proxy statement of Matterport (the “proxy
statement/prospectus”), and each party will file other documents
regarding the proposed transaction with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
INCLUDING THE PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED
BY MATTERPORT AND COSTAR WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MATTERPORT AND COSTAR, THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS.
After the Registration Statement has been
declared effective, a definitive proxy statement/prospectus will be
mailed to stockholders of Matterport as of the record date.
Investors will be able to obtain free copies of the Registration
Statement and the proxy statement/prospectus, as each may be
amended from time to time, and other relevant documents filed by
Matterport and CoStar with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by Matterport, including the proxy
statement/prospectus (when available), will be available free of
charge from Matterport’s website at http://investors
matterport.com. Copies of documents filed with the SEC by CoStar,
including the proxy statement/prospectus (when available), will be
available free of charge from CoStar’s website at
http://investors.costargroup.com/.
Participants in the
Solicitation
Matterport and certain of its directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from Matterport’s stockholders with respect to the proposed
transaction. Information about Matterport’s directors and executive
officers is available in Matterport’s Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on February
27, 2024 and its definitive proxy statement for the 2024 annual
meeting of stockholders filed with the SEC on April 24, 2024, and
in the proxy statement/prospectus (when available). Other
information regarding the participants in the solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Registration
Statement, the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the proposed
transaction when they become available. Stockholders of Matterport,
potential investors and other readers should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions.
No Offer or Solicitation
This communication is
not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, 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 made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Forward-Looking Statements
This communication contains certain
forward-looking statements within the meaning of the federal
securities laws, including statements regarding the proposed
transaction, the products and services offered by Matterport and
the markets in which Matterport operates, business strategies, debt
levels, industry environment including the global supply chain,
potential growth opportunities, and the effects of regulations and
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 communication, including the inability to
consummate the proposed transaction within the anticipated time
period, or at all, due to any reason, including the failure to
obtain required regulatory approvals or satisfy the other
conditions to the consummation of the proposed transaction; the
risk that the proposed transaction disrupts Matterport’s current
plans and operations or diverts management’s attention from its
ongoing business; the effects of the proposed transaction on
Matterport’s business, operating results, and ability to retain and
hire key personnel and maintain relationships with customers,
suppliers and others with whom Matterport does business; the risk
that Matterport’s stock price may decline significantly if the
proposed transaction is not consummated; the nature, cost and
outcome of any legal proceedings related to the proposed
transaction; Matterport’s ability to grow market share in existing
markets or any new markets Matterport may enter; Matterport’s
ability to respond to general economic conditions; supply chain
disruptions; Matterport’s ability to manage growth effectively;
Matterport’s success in retaining or recruiting officers, key
employees or directors, or changes required in the retention or
recruitment of officers, key employees or directors; the impact of
restructuring plans; the impact of the regulatory environment and
complexities with compliance related to such environment; factors
relating to Matterport’s business, operations and financial
performance, including the impact of infectious diseases, health
epidemics and pandemics; Matterport’s ability to maintain an
effective system of internal controls over financial reporting;
Matterport’s ability to achieve and maintain profitability in the
future; Matterport’s ability to access sources of capital;
Matterport’s ability to maintain and enhance Matterport’s products
and brand, and to attract customers; Matterport’s ability to
manage, develop and refine Matterport’s technology platform; the
success of Matterport’s strategic relationships with third parties;
Matterport’s history of losses and whether Matterport will continue
to incur continuing losses for the foreseeable future; Matterport’s
ability to protect and enforce Matterport’s intellectual property
rights; Matterport’s ability to implement business plans,
forecasts, and other expectations and identify and realize
additional opportunities; Matterport’s ability to attract and
retain new subscribers; the size of the total addressable market
for Matterport’s products and services; the continued adoption of
spatial data; any inability to complete acquisitions and integrate
acquired businesses; general economic uncertainty and the effect of
general economic conditions in Matterport’s industry; environmental
uncertainties and risks related to adverse weather conditions and
natural disasters; the volatility of the market price and liquidity
of Matterport’s Class A common stock and other securities; the
increasingly competitive environment in which Matterport operates;
and other factors detailed under the section entitled “Risk
Factors” in Matterport’s Annual Report on Form 10-K and
subsequently filed Quarterly Reports on Form 10-Q. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in documents filed by Matterport 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 Matterport assumes no obligation
and, except as required by law, does not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Matterport does not give
any assurance that it will achieve its expectations.
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