SVF 3 (NASDAQ:SVFC) announced that its shareholders have voted to approve its combination with AI supply chain technology firm Symbotic in a special meeting held earlier today.
Today’s 8-K disclosed that holders of 27,459,854 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share. As a result, $274,598,540, or 85.812%, of SVF 3’s trust will be removed, slightly above the average redemption amount of 84.3% for 2022 YTD.
As background, SVF 3 is financing the deal with $320 million from its current trust supplemented by a $200 million forward purchase agreement (FPA) by SoftBank and a $205 million PIPE, which drew strategic investment from Walmart (NYSE:WMT). SVF 3 had a cash minimum of at least $350 million, which was originally covered by the transaction’s $405 million from the FPA and PIPE.
The deal is expected to close shortly and the combined company is expected to trade on the Nasdaq under the symbol “SYM”.
The parties initially announced the $4.8 billion combination on December 13, 2021. Wilmington, Massachusetts-based Symbotic provides technology to either retrofit or build greenfield automated warehouses for the supermarket and retail supply chain.
A total of 25,535,827 ordinary shares, representing approximately 62.22% of the outstanding ordinary shares entitled to vote, were present at today’s meeting. All other proposals on the ballot, including the issuance proposal, the equity incentive plan, and governance proposals, were also approved at today’s special meeting.
ADVISORS
- Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal advisor to Symbotic.
- Deutsche Bank Securities is serving as exclusive financial advisor as well as capital markets advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisor to SVFC.
- Goldman Sachs & Co. LLC and Deutsche Bank Securities are also serving as lead Placement Agents on behalf of SVFC.
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