Transaction expected to accelerate D-Wave’s
ability to expand quantum computing beyond theory and
government-funded research to innovative commercial quantum
solutions for enterprises
Transaction to result in up to $340 million USD
in gross proceeds, including a $40 million USD PIPE, with
participation from PSP Investments, Goldman Sachs Asset Management,
NEC Corporation, Yorkville Advisors, and Aegis Group Partners.
Pro-forma implied market capitalization of the combined company is
up to $1.6 billion USD
Strengthens D-Wave’s impact as a
center of Canadian quantum computing innovation and technology
D-Wave Systems Inc., a leader in quantum computing systems,
software, and services—and the only provider building both
annealing and gate-model quantum computers (“D-Wave” or the
“Company”)—announced today that it has entered into a definitive
transaction agreement with DPCM Capital, Inc. (NYSE: XPOA), a
publicly traded special purpose acquisition company (“DPCM
Capital”). As described below and subject to certain limitations,
an innovative feature of the transaction provides DPCM Capital’s
non-redeeming public stockholders the opportunity to receive a pro
rata portion of a bonus pool of 5 million shares at transaction
close.
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The transaction is expected to enhance D-Wave’s leadership in
commercial quantum computing and accelerate quantum use cases into
significant customer segments, including manufacturing, logistics,
pharmaceuticals, finance, and government. Upon closing of the
transaction, shares of D-Wave Quantum Inc., a newly formed parent
company of D-Wave and DPCM Capital, are expected to trade on the
NYSE under the symbol “QBTS.”
The computational value of quantum computing underpins the
promise of even greater societal and business impact—from the
creation of new products and identification of new lines of
business, to solutions unimagined in weather modeling, global
supply chain distribution, financial market optimization, drug
discovery, and new materials.
“Today marks an inflection point signaling that quantum
computing has moved beyond just theory and government-funded
research to deliver commercial quantum solutions for business,”
said Alan Baratz, CEO, D-Wave. “D-Wave, along with DPCM Capital and
our new and long-term investors PSP Investments, Goldman Sachs
Asset Management (Goldman Sachs), NEC Corporation, Yorkville
Advisors, and Aegis Group Partners, collectively believe that this
isn’t a moment of hope or science. Instead, we believe this event
represents a moment of practical value creation for customers and
for investors. We are working with our customers to identify
applications with high likelihood of quantum value and to translate
those problems to run on the quantum computer and then validate
that value. We expect this ‘value creation and validation’ to
accelerate as an increasing number of diverse use cases
emerge—creating a robust cycle of product delivery, application
development, and market growth.”
D-Wave will use the proceeds from the transaction to further
accelerate its delivery of in-production quantum applications for
blue-chip customers and to build on the 200 plus U.S. patents that
have been granted to D-Wave since its founding in 1999. The
transaction also represents a milestone in Canada’s market-leading
development of a robust quantum ecosystem. Ground-breaking research
and development (R&D) will continue to be centered at D-Wave’s
British Columbia-based Quantum Center for Excellence. D-Wave’s
R&D focus will be on the next generations of annealing quantum
computers, advancing its gate-model program, and continuing to
enhance D-Wave’s Leap™ quantum cloud service, hybrid solvers, and
software development tools. D-Wave expects to continue to grow its
global footprint beyond the United States, Canada, Europe, Japan,
Singapore, and Australia to other emerging markets for quantum
computing.
“While quantum computing is complex, its value and benefits are
quite simple: finding solutions to problems that couldn’t be
previously solved, or solving problems faster with more optimal
results,” said Emil Michael, CEO, DPCM Capital, Inc. “D-Wave is at
the forefront of developing this market, already delivering the
significant benefits of quantum computing to major companies across
the globe. As the only quantum computing company in the world that
is building both annealing and gate-model quantum computers, D-Wave
will have access to the full projected $150 billion quantum
computing total addressable market (TAM). With the near-term TAM
expected to exceed $1 billion, and the potential for the TAM to
rapidly expand as annealing quantum computing applications mature
and gate-model applications emerge, we are confident that D-Wave
will continue to deliver long-term value to stockholders by
accelerating the commercial quantum computing market.”
The need for quantum is real today, and it is accelerating: In a
2020 report by 451 Research, a S&P Global market intelligence
company, 31% of enterprises surveyed stated that they had abandoned
complex problems because of the time required for resolution. The
report also found that 39% of companies are currently experimenting
with quantum computing, and 81% of companies plan to have quantum
use cases in the next three years.
Enhancing D-Wave’s Leadership in Commercial Quantum
Computing
We believe D-Wave is at the forefront of delivering the benefits
of quantum to a range of customer segments and is the only quantum
computing company demonstrating the commercial value of quantum
computing to a blue-chip customer base. D-Wave is also the only
quantum computing provider that has operational and commercial
experience running a quantum computing business at scale. D-Wave’s
commercial customers include 25 of Forbes’ Global 2000 companies
including industry leaders like Volkswagen, Toyota’s R&D Labs,
Accenture, BBVA, NEC Corporation, Save-On-Foods, DENSO, and
Lockheed Martin. In addition to the enterprise customers already
actively using D-Wave, thousands of developers across the globe
have built hundreds of early quantum applications in diverse areas
that include resource scheduling, mobility, logistics, drug
discovery, portfolio optimization, manufacturing processes, and
many more.
D-Wave’s Key Advantages:
- D-Wave is the only company in the world building both annealing
and gate-model quantum computers. This is important because
different types of quantum systems benefit different types of
quantum applications: D-Wave’s annealing systems are designed to
unlock complex optimization problems; gate-model and annealing
systems can both solve linear algebraic and factoring problems,
like those in machine learning and cryptography; and D-Wave’s
gate-model program is expected to produce systems that are most
suited for differential equations, like those in quantum
chemistry.
- D-Wave is the first, and only, provider to offer real-time,
full-stack quantum systems: from superconducting quantum processing
unit (QPU) chip fabrication that powers the quantum systems, to
hardware engineering, post-processing software, quantum hybrid
solvers, and open-source developer tools. This approach, coupled
with real-time quantum cloud delivery of these products, yields a
regular, rapid product-to-market benefit for customers.
- D-Wave is also the only company today with a quantum computer
that supports business applications at production scale. Delivered
as Quantum Computing as a Service (QCaaS) in D-Wave’s Leap
quantum-cloud service and available in 38 countries, D-Wave
provides both broad access and professional services-enabled
quantum hybrid application development.
All of this contributes to the acceleration of the use of, and
demand for, quantum computing.
Transaction Overview:
The transaction values D-Wave at an equity value of
approximately $1.2 billion USD. The transaction also includes an
innovative incentive structure, whereby a bonus pool of 5 million
shares will be allocated pro rata to non-redeeming public
stockholders of DPCM Capital, effectively reducing their cost
basis. A similar bonus pool of up to 1.8 million shares has been
established for Private Investment in Public Equity ("PIPE”)
investors to ensure the same effective cost basis for PIPE
investors as for public stockholders of DPCM Capital.
The combined company will receive $300 million USD in gross
proceeds from DPCM Capital’s trust account—assuming no redemptions
by DPCM Capital’s public stockholders—as well as $40 million USD in
gross proceeds from a group of strategic and institutional
investors participating in the transaction via a committed PIPE.
The PIPE is led by new and existing investors including leading
Canadian public-sector pension-plan manager PSP Investments, NEC
Corporation, Goldman Sachs, Yorkville Advisors, and Aegis Group
Partners.
Following closing, the combined company will continue to operate
from D-Wave’s R&D and head office location in British Columbia,
Canada.
The transaction, which has been unanimously approved by the
Board of Directors of D-Wave as well as the Board of Directors of
DPCM Capital, is expected to close in the second quarter of 2022,
subject to the satisfaction of customary closing conditions,
including the approval of the stockholders of DPCM Capital.
Additional information about the proposed transaction, including
a copy of the transaction agreement and investor presentation, will
be provided in a Current Report on Form 8-K and in D-Wave Quantum
Inc.’s registration statement on Form S-4, which will include a
document that serves as a prospectus of D-Wave Quantum Inc. and
proxy statement of DPCM Capital—referred to as a proxy
statement/prospectus—each of which will be filed by D-Wave Quantum
Inc. and DPCM Capital with the Securities and Exchange Commission
(“SEC”) and available at www.sec.gov.
Conference Call Information:
DPCM Capital’s investor webcast presentation reviewing the
transaction can be accessed by visiting D-Wave’s investor relations
site here. A transcript of the webcast will also be filed by DPCM
Capital with the SEC.
Advisors
Morgan Stanley & Co. LLC (“Morgan Stanley”) is serving as
the exclusive financial advisor to D-Wave. Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Blake, Cassels & Graydon LLP are
serving as legal counsel to D-Wave. Citigroup Global Markets Inc.
(“Citigroup”) is serving as the lead capital markets advisor to
DPCM Capital. UBS Investment Bank is also serving as capital
markets advisor to DPCM Capital. Greenberg Traurig LLP and Stikeman
Elliott LLP are serving as legal counsel to DPCM Capital. Morgan
Stanley and Citigroup are also acting as placement agents for DPCM
Capital with respect to a portion of the PIPE financing raised for
certain Qualified Institutional Buyers and Institutional
“Accredited Investors.” Morgan Stanley and Citigroup did not act as
placement agents or participate in any role with respect to, and
will not earn any fees from, the portion of the PIPE financing
which was conducted by D-Wave. Longview Communications and Public
Affairs is serving as D-Wave’s Canadian public affairs advisor.
About D-Wave Systems Inc.
D-Wave is a leader in the development and delivery of quantum
computing systems, software and services, and is the world’s first
commercial supplier of quantum computers—and the only company
developing both annealing quantum computers and gate-model quantum
computers. Our mission is to unlock the power of quantum computing
today to benefit business and society. We do this by delivering
customer value with practical quantum applications for problems as
diverse as logistics, artificial intelligence, materials sciences,
drug discovery, scheduling, cybersecurity, fault detection, and
financial modeling. D-Wave’s systems are being used by some of the
world’s most advanced organizations, including NEC Corporation,
Volkswagen, DENSO, Lockheed Martin, Forschungszentrum Jülich,
University of Southern California, and Los Alamos National
Laboratory. With headquarters and the Quantum Engineering Center of
Excellence based near Vancouver, Canada, D-Wave’s U.S. operations
are based in Palo Alto, Calif. D-Wave has a blue-chip investor base
that includes PSP Investments, Goldman Sachs, BDC Capital, NEC
Corp., Aegis Group Partners, and In-Q-Tel.
About DPCM Capital Inc.:
DPCM Capital, Inc. is a special purpose acquisition company led
by Chairman and CEO Emil Michael, formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business in combination
with one or more businesses. UBS Securities LLC acted as sole
book-running manager for DPCM Capital’s initial public offering.
Its common stock, units, and warrants began trading on the NYSE on
Oct. 23, 2020, under the ticker symbols XPOA, XPOA.U and XPOA WS,
respectively. Affiliated with the SPAC at the board, management and
advisory level, is a team made up of entrepreneurs and operators,
including Eric Schmidt, former CEO of Google, Betsy Atkins, a
world-class governance expert and enterprise entrepreneur, and
Denmark West, one of the early members of the team at Microsoft’s
Xbox.
Important Information About the Proposed Transaction and
Where to Find It:
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the SEC by D-Wave Quantum Inc. that will include a prospectus with
respect to the combined company’s securities, to be issued in
connection with the transaction and a proxy statement with respect
to the stockholder meeting of DPCM Capital to vote on the
transaction. D-Wave Quantum Inc. and DPCM Capital
urge investors, stockholders, and other interested persons to
read, when available, the preliminary proxy statement/ prospectus,
as well as other documents filed with the SEC, because these
documents will contain important information about D-Wave Quantum
Inc., DPCM Capital, D-Wave, and the transaction. After the
registration statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to stockholders of DPCM Capital as of a record date
to be established for voting on the proposed business combination.
Once available, stockholders will also be able to obtain a copy of
the registration statement on Form S-4—including the proxy
statement/prospectus and other documents filed with the SEC without
charge—by directing a request to: D-Wave Quantum Inc., 3033 Beta
Avenue, Burnaby, BC V5G 4M9 Canada, or via email at
shareholdercomm@dwavesys.com and DPCM Capital, 382 NE 191 Street,
#24148, Miami, Florida 33179, or via email at
mkilkenny@hstrategies.com. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions, and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties, and
other factors that may cause actual results, levels of activity,
performance, or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. We caution you that these statements are based on a
combination of facts and factors currently known by us and our
projections of the future, which are subject to a number of risks.
Forward-looking statements in this press release include, but are
not limited to, statements regarding the proposed transaction,
including the timing and structure of the proposed transaction; the
listing of D-Wave Quantum Inc.’s shares; the amount and use of the
proceeds of the proposed transaction; the combined company’s future
growth and innovations; the increased adoption of quantum computing
solutions and expansion of related market opportunities and use
cases; the total addressable market for quantum computing; the
consummation of private placements conducted in connection with the
proposed transaction; the initial market capitalization of D-Wave
Quantum Inc.; the amount of funds available in DPCM’s trust account
as a result of stockholder redemptions or otherwise; and the
anticipated benefits of the proposed transaction. We cannot assure
you that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others,
various factors beyond management’s control, including general
economic conditions and other risks, uncertainties and factors set
forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in DPCM’s Annual Report on
Form 10-K, filed with the SEC on March 31, 2021, and in the proxy
statement/prospectus to be filed by D-Wave Quantum Inc. in
connection with the proposed transaction, and other filings with
the SEC, as well as factors associated with companies, such as
D-Wave, that are engaged in the business of quantum computing,
including anticipated trends, growth rates, and challenges in those
businesses and in the markets in which they operate; the ability to
complete the proposed transaction due to the failure to obtain
required regulatory and stockholder approvals; the failure to
satisfy other closing conditions in the definitive transaction
agreement or otherwise; the occurrence of any event that could give
rise to the termination of the definitive transaction agreement;
risks related to the uncertainty of the forecasted financial
information; the outcome of any legal proceedings that may be
instituted against DPCM, D-Wave, or D-Wave Quantum Inc. related to
the definitive transaction agreement or the proposed transaction;
risks related to the performance of combined company’s business and
the timing of expected business or financial milestones;
unanticipated technological or project development challenges,
including with respect to the cost and or timing thereof; the
performance of the combined company’s products; the effects of
competition on the combined company’s business; the failure to
realize the anticipated benefits of the proposed transaction; the
risk that the combined company will need to raise additional
capital to execute its business plan, which may not be available on
acceptable terms or at all; the amount of redemption requests made
by DPCM’s public stockholders; the risk that the combined company
may never achieve or sustain profitability; the risk that D-Wave is
unable to secure or protect its intellectual property; volatility
in the price of DPCM’s securities; the risk that the transaction
disrupts current plans and operations as a result of the
announcement and consummation of the proposed transaction; and the
risk that D-Wave Quantum Inc.’s securities will not be approved for
listing on the NYSE or, if approved, maintain the listing.
Furthermore, if the forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In addition, you are
cautioned that past performance may not be indicative of future
results. In light of the significant uncertainties in these
forward-looking statements, you should not rely on these statements
in making an investment decision or regard these statements as a
representation or warranty by any person that D-Wave Quantum Inc.,
DPCM Capital, or D-Wave will achieve our objectives and plans in
any specified time frame, or at all. The forward-looking statements
in this press release represent our views as of the date of this
press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
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 D-Wave Quantum Inc., DPCM Capital, or D-Wave, nor is
it a solicitation of any vote, consent, or approval in any
jurisdiction pursuant to or in connection with the transaction or
otherwise, nor shall there be any sale, issuance, or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in Solicitation
D-Wave Quantum Inc., DPCM Capital, and D-Wave, and their
respective directors and executive officers, may be deemed
participants in the solicitation of proxies of DPCM Capital’s
stockholders in respect of the transaction. Information about the
directors and executive officers of DPCM Capital is set forth in
DPCM Capital’s filings with the SEC. Information about the
directors and executive officers of D-Wave Quantum Inc. 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 transaction when available. Additional
information regarding the identity of all potential participants in
the solicitation of proxies to DPCM Capital’s stockholders in
connection with the proposed transaction 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220208005520/en/
For D-Wave:
Investor Contact: Kevin Hunt ir@dwavesys.com
Media Contact: Addy Bhasin Launch Squad media@dwavesys.com
For DPCM Capital: Meghan Kilkenny mkilkenny@hstrategies.com
DPCM Capital (NYSE:XPOA)
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