Sarcos Robotics, a leader in highly dexterous
mobile industrial robotic systems, develops robotic systems to
enable the workforce of the future with solutions that enhance
productivity, reduce occupational injuries, and equalize employment
opportunities for the jobs around the world that do not lend
themselves to automation
Merger expected to provide the company with
up to $496 million of proceeds before expenses to fund business
plans, facilitate potential bolt-on acquisitions, and enhance
capabilities
$220 million PIPE with participation from
funds and accounts managed by BlackRock, Millennium Management LLC,
Palantir Technologies Inc., Caterpillar Venture Capital Inc.,
Schlumberger, Michael F. Price, JAWS Estates Capital, LLC, Sarcos
Chairman and CEO Ben Wolff, and founders of Rotor Acquisition
Corp.
Combined company to be named Sarcos
Technologies and Robotics Corporation and expected to trade on
Nasdaq under the new ticker symbol “STRC” with transaction
anticipated to close in Q3 2021
Sarcos Robotics (“Sarcos” or the “Company”), a leader in the
development of robots that augment humans to enhance productivity
and safety, today announced that it will become publicly listed
through a merger transaction with Rotor Acquisition Corp. (NYSE:
ROT.U, ROT, and ROT WS) (“Rotor”), a publicly-traded special
purpose acquisition company. Upon closing, the combined company’s
common stock is expected to trade on Nasdaq under the ticker symbol
STRC. The transaction represents an enterprise value of $1.3
billion for the combined company, plus a potential earnout of an
additional $281 million based on the combined company's future
share trading price.
About Sarcos
Sarcos is developing mobile, highly dexterous robotic systems
designed for dynamic or unstructured environments. With a focus on
augmenting humans for non-repetitive tasks where human decision
making is essential, Sarcos’ robotic solutions are designed to
enhance individual productivity, making physically demanding jobs
safer and more accessible to more people, alleviating skilled
worker shortages, and reducing the economic and social impact of
occupational injuries, while also equalizing job opportunities for
tasks that previously required significant strength and
stamina.
Leveraging more than thirty years of development efforts and its
robust patent portfolio, Sarcos expects to commercially release its
Guardian® XO® full-body wearable industrial exoskeleton robot in
mid-2022, followed later in the year by its Guardian® XT™ highly
dexterous force feedback industrial teleoperated robot. The
Guardian® XO® and Guardian® XT™ robots are expected to join the
Company’s highly versatile multi-purpose inspection robot in its
commercial lineup, with the aim of delivering a full suite of
robots capable of performing physically demanding work that
requires human-like skill, dexterity, and range of motion.
With end-market product applications including the aerospace,
automotive, logistics, defense, maritime, oil and gas, power and
utilities, construction, and manufacturing industries, Sarcos is
well-positioned to capture market share in the massive traditional
labor markets, representing a total addressable market in U.S.
industrial sectors alone of approximately $147 billion. Sarcos
plans to expand its product availability globally and recently
announced a memorandum of understanding to introduce its products
to the Middle East and Africa.
Sarcos intends to deploy its robot fleet primarily through a
Robotics as-a-Service (RaaS) solution, which it expects will
accelerate the adoption of its products by offering a scalable
source of labor augmentation to support its customers. The Company
has strong engagement and support from key strategic partners and
potential customers, including several Fortune 100 companies.
Management Comments
“Sarcos is building advanced mobile industrial robotic solutions
that will advance the future of the workforce,” said Ben Wolff,
Chairman and Chief Executive Officer of Sarcos. “We have a strong
foundation and a clear road map to launch our next-generation
highly dexterous mobile industrial robotic systems that are
intended to increase productivity, save lives, and reduce injuries.
Our transaction with Rotor accelerates our access to resources that
will facilitate our broad product launch and enable us to execute
potential bolt-on acquisitions to fortify our platform and enhance
our capabilities. Rotor brings significant experience in the
industrial and consumer sectors and a shared vision for the future
of robotics and the workforce.”
Mr. Wolff continued, “This transaction and the opportunities we
believe it will create are a result of the efforts of our team.
Moving forward, our team and their dedication to innovation will
continue to be the ultimate drivers of our success. We want to
thank our customers and business partners for their support as we
enter this new chapter for Sarcos.”
Stefan M. Selig, Chairman of Rotor, said, “We launched Rotor
Acquisition Corp. with the goal of identifying and partnering with
companies that are leveraging technology and innovation to disrupt
‘old-economy’ businesses in large and growing markets. Sarcos fits
these criteria perfectly, and we are excited to partner with them
and create value by building out the Sarcos platform and bringing
the Company’s robotics technology to the global workforce.”
“In January of last year, we were proud to announce our
partnership with Sarcos Robotics to bring its cutting-edge products
to our frontline teams. It was remarkable to have Sarcos’ Guardian
XO industrial exoskeleton join me on stage at the 2020 Consumer
Electronics Show for its first public demonstration,” remarked Ed
Bastian, Chief Executive Officer of Delta Air Lines. “Delta’s
employees are the key ingredient to our success, and we are
committed to reducing on-the-job injuries as well as fostering
workforce diversity and improving worker longevity for a healthier
and safer team. My enthusiasm for Sarcos’ potential has only grown
since then as we continue to work closely with Sarcos to turn our
everyday heroes into superheroes, making their jobs safer and
easier than ever.”
Bolstering Financial Position to Accelerate Growth
Upon completion of the transaction, Sarcos expects to have up to
$496 million in cash, before expenses and assuming no Rotor
shareholder redemptions, to fund growth initiatives and enhance
shareholder value, including:
- Completing the commercialization and launch of its Guardian XO
and XT products;
- Ramping up production to drive scale and growth;
- Increasing its capabilities through bolt-on acquisitions;
and
- Developing the Company’s AI platform to enhance the value
proposition of its core products.
Transaction Overview
The transaction has been unanimously approved by the Boards of
Directors of both Sarcos and Rotor. Rotor’s Board of Directors
acted upon the unanimous recommendation of a Special Committee of
independent and disinterested directors of Rotor. The Special
Committee has obtained a fairness opinion from an independent
financial advisor engaged by the Special Committee. The transaction
is expected to close in the third quarter of 2021, subject to the
satisfaction of customary closing conditions, including regulatory
approval, the approval of Rotor’s stockholders and a minimum cash
balance comprised of funds in trust and proceeds from the PIPE of
not less than $200 million.
At the closing and as a result of the transaction, it is
expected that the combined company will have up to $496 million in
cash, prior to payment of transaction expenses, including
approximately $276 million of cash held in Rotor’s trust account
from its initial public offering (assuming no shareholder
redemptions) and approximately $220 million from a committed PIPE
investment, at $10.00 per share. Key PIPE investors include funds
and accounts managed by BlackRock, Millennium Management LLC,
Palantir Technologies Inc., Caterpillar Venture Capital Inc.,
Schlumberger, Michael F. Price, JAWS Estates Capital, LLC, Sarcos
Chairman and CEO, Ben Wolff, and founders of Rotor Acquisition
Corp. Sarcos’ existing shareholders will exchange 100 percent of
their equity of Sarcos for 120 million shares of common stock of
Rotor to own approximately 68 percent of the outstanding shares of
the combined company at closing. They also will be entitled to
receive up to an additional 28.1 million common shares, subject to
the trading price of the combined company’s common stock reaching
certain levels in the future, as specified in the merger
agreement.
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 to be filed by Rotor today
with the Securities and Exchange Commission (“SEC”) and available
at www.sec.gov.
Advisors
Jefferies and PJT Partners are acting as financial advisors to
Sarcos and Wilson Sonsini Goodrich & Rosati, Professional
Corporation is acting as its legal counsel. Gibson, Dunn &
Crutcher LLP is acting as legal counsel, and Credit Suisse is
acting as sole financial and capital markets advisor to Rotor
Acquisition. Credit Suisse, Jeffries, and PJT Partners are acting
as joint placement agents with respect to the private placement.
Milbank LLP is acting as legal counsel to the Special Committee of
Rotor’s Board of Directors, and Houlihan Lokey is acting as
financial advisor to the Special Committee.
Conference Call Information
Sarcos and Rotor will host a joint investor conference call to
discuss the transaction and review the investor presentation today,
April 6, 2021, at 8:30 AM ET. A live webcast of the conference call
and associated presentation materials will be accessible at
www.sarcos.com/ir.
The companies encourage those who intend to listen via phone to
pre-register for the conference call using the following link:
https://dpregister.com/sreg/10154304/e636ff9580. Callers who
pre-register will be given a conference passcode and unique PIN to
gain immediate access to the call and bypass the live operator.
Participants may pre-register at any time, including up to and
after the call start time.
Those without internet access or unable to pre-register may dial
in by dialing 1-866-777-2509 in the United States or 1-412-317-5413
internationally.
A replay of the conference call will be available shortly after
the completion of the conference call and can be accessed at
Sarcos’ website.
About Sarcos Robotics
Sarcos Robotics is a leader in industrial robotic systems that
augment human performance by combining human intelligence,
instinct, and judgment with the strength, endurance, and precision
of machines to enhance employee safety and productivity. Leveraging
more than 30 years of research and development, Sarcos’ mobile
robotic systems, including the Guardian® S, Guardian® GT, and
Guardian® XO®, are revolutionizing the future of work wherever
physically demanding work is done. Sarcos is based in Salt Lake
City, Utah, and backed by Caterpillar Venture Capital Inc., Delta
Air Lines, GE Ventures, Microsoft, and Schlumberger. For more
information, please visit www.sarcos.com.
About Rotor Acquisition Corp.
With approximately 100 years of combined experience in investing
and managing capital across markets and industries, structuring
transactions, and building businesses and led by Chief Executive
Officer Brian Finn, Chairman of the Board Stefan M. Selig, and
Director John D. Howard, Rotor Acquisition Corp. is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with potential target companies with
certain industry and business characteristics within the areas of
disruptive consumer and industrial technologies. For more
information, please visit www.rotoracquisition.com.
Additional Information about the Merger and Where to Find
It
This press release relates to the proposed merger involving
Rotor and Sarcos. Rotor intends to file a proxy statement with the
SEC, and each party will file other documents with the SEC
regarding the proposed transaction. A definitive proxy statement
will also be sent to the stockholders of Rotor, seeking any
required stockholder approvals. Before making any voting or
investment decision, investors and security holders of Rotor and
Sarcos are urged to carefully read the entire proxy statement, when
it becomes available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Rotor with the SEC
may be obtained free of charge at the SEC’s website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge from Rotor upon written request to Rotor Acquisition
Corp., The Chrysler Building, 405 Lexington Avenue, New York, New
York 10174.
Rotor, Sarcos and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Rotor, in favor of
the approval of the merger. Information regarding Rotor’s directors
and executive officers is contained in the section of Rotor’s Form
S-1 titled “Management”, which was filed with the SEC on December
18, 2020. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy statement and
other relevant documents filed with the SEC when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Rotor’s and Sarcos’ expectations or
predictions of future financial or business performance or
conditions, Sarcos’ product roadmap, including the expected timing
of new product releases, Sarcos’ plans to expand its product
availability globally, the expected composition of the management
team and board of directors following the transaction, the expected
use of capital following the transaction, including Sarcos’ ability
to accomplish the initiatives outlined above, the expected timing
of the closing of the transaction and the expected cash balance of
the combined company following the closing. Forward-looking
statements are inherently subject to risks, uncertainties, and
assumptions. Generally, statements that are not historical facts,
including statements concerning possible or assumed future actions,
business strategies, events, or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by, or include the words “believes,” “estimates,”
“expects,” “projects,” “forecasts,” “may,” “will,” “should,”
“seeks,” “plans,” “scheduled,” “anticipates,” “intends” or
“continue” or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in the section of Rotor’s Form S-1 titled “Risk Factors,”
which was filed with the SEC on December 18, 2020. These risk
factors will be important to consider in determining future results
and should be reviewed in their entirety. These forward-looking
statements are based on Rotor’s or Sarcos’ management’s current
expectations and beliefs, as well as a number of assumptions
concerning future events. However, there can be no assurance that
the events, results, or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and neither Rotor nor
Sarcos is under any obligation and expressly disclaim any
obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports,
which Rotor has filed or will file from time to time with the
SEC.
In addition to factors previously disclosed in Rotor’s reports
filed with the SEC, including Rotor’s most recent reports on Form
8-K and all attachments thereto, which are available, free of
charge, at the SEC’s website at www.sec.gov, and those identified
elsewhere in this press release, the following factors, among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: risks and
uncertainties related to the inability of the parties to
successfully or timely consummate the merger, including the risk
that any required regulatory approvals or stockholder approvals of
Rotor or Sarcos are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the merger is not obtained,
failure to realize the anticipated benefits of the merger, risks
related to Sarcos’ ability to execute on its business strategy,
attract and retain users, develop new offerings, enhance existing
offerings, compete effectively, and manage growth and costs, the
duration and global impact of COVID-19, the possibility that Rotor
or Sarcos may be adversely affected by other economic, business
and/or competitive factors, the number of redemption requests made
by Rotor’s public stockholders, the ability of the combined company
to meet Nasdaq’s listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the merger, the inability to complete the private
placement of common stock of Rotor to certain institutional
accredited investors, the risk that the announcement and
consummation of the transaction disrupts Sarcos’ current plans and
operations, costs related to the transaction, changes in applicable
laws or regulations, the outcome of any legal proceedings that may
be instituted against Rotor, Sarcos, or any of their respective
directors or officers, following the announcement of the
transaction, the ability of Rotor or the combined company to issue
equity or equity-linked securities in connection with the proposed
merger or in the future, the failure to realize anticipated pro
forma results and underlying assumptions, including with respect to
estimated stockholder redemptions and purchase price and other
adjustments; and those factors discussed in documents of Rotor
filed, or to be filed, with SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in Rotor’s most recent reports on Form 8-K,
which are available, free of charge, at the SEC’s website at
www.sec.gov, and will also be provided in Rotor’s proxy statement,
when available. Any financial projections in this press release are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Rotor’s and Sarcos’ control. While all
projections are necessarily speculative, Rotor and Sarcos believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
press release should not be regarded as an indication that Rotor
and Sarcos, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purposes only, are not forecasts, and may not
reflect actual results.
This press release is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Rotor and is not intended to form the basis of an
investment decision in Rotor. All subsequent written and oral
forward-looking statements concerning Rotor and Sarcos, the
proposed transaction, or other matters and attributable to Rotor
and Sarcos or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
No Offer or Solicitation
This press release does 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 also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval, nor will there be any sale of any securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such other jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Rotor, Sarcos and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Rotor, in favor of
the approval of the merger. Information regarding Rotor’s directors
and executive officers is contained in the section of Rotor’s Form
S-1 titled “Management,” which was filed with the SEC on December
18, 2020. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy statement and
other relevant documents filed with the SEC when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20210406005563/en/
Sarcos Robotics Kristi Martindale 801-419-0438
Joele Frank / Jonathan Keehner / Aaron Palash Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
Rotor Acquisition Corp. Stefan Selig 347-396-1377
Rotor Acquisition (NYSE:ROT.U)
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