공시 • Aug 03
Applied Intuition, Inc. completed the acquisition of Embark Technology, Inc. (NasdaqGM:EMBK) from a group of shareholders.
Applied Intuition, Inc. entered into a letter of intent to acquire Embark Technology, Inc. (NasdaqGM:EMBK) from a group of shareholders on April 13, 2023. Applied Intuition, Inc. entered into a definitive merger agreement to acquire Embark Technology, Inc. from a group of shareholders for $73.5 million on May 25, 2023. Under the agreement, Applied will acquire Embark in an all-cash transaction with an equity value of approximately $71 million. Embark shareholders will receive $2.88 per share in cash. The agreement comes after Embark's process to explore, review, and evaluate a range of potential strategic alternatives. Key Embark employees are expected to remain to support Applied and expand the company's suite of product offerings. Upon completion of the transaction, Embark shares and warrants will cease trading on NASDAQ, and Embark will become a privately held company. Upon termination of the Merger Agreement under specified circumstances, Embark will be required to pay Applied a termination fee of $3,000,000 and Applied will be required to pay to Embark a termination fee of $1,000,000.
The Transaction Committee of Embark’s Board of Directors, comprised solely of independent and disinterested directors, unanimously determined that the merger in the best interests of Embark and its stockholders, approved the Merger Agreement and recommend that Embark’s Board of Directors approve and adopt the Merger Agreement. Transaction is subject to approval by Embark shareholders and other customary closing conditions. Transaction has been unanimously approved by the boards of directors of Applied and Embark. In connection with the execution of the Merger Agreement, affiliates of Sequoia Capital (Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P. and Sequoia Capital U.S. Venture XV Principals Fund, L.P.), one of Embark’s major investors, entered into a voting and support agreement. In total, the stockholders that signed the Voting Agreements represent approximately seventy-three percent (73%) of Embark’s outstanding voting power based on the number of shares of Common Stock outstanding as of May 23, 2023. Embark shareholders approved the transaction on July 17, 2023. The transaction is expected to close in Q3 2023.
Caine T. Moss, Micheal Reagan, Justin Smith and Matthew Baudler of Goodwin Procter LLP serving as legal counsels to Applied Intuition. Evercore is serving as financial advisor and Robert T. Ishii, Rich Mullen, Kristen Kercher, Mark B. Baudler, Lianna C. Whittleton, Amy L. Simmerman, Brad Sorrels, Erin Fay, Christopher A. Paniewski, Matt Staples, Myra A. Sutanto Shen, Anjali Krishnan, Dana J. Hall, Sriram Krishnamurthy, Rebecca L. Stuart, James P. McCann, Scott A. Sher, J. Todd Hahn, Anne E. Seymour, Tarek J. Helou and Seth Cowell of Wilson Sonsini Goodrich & Rosati, P.C. serving as legal counsels to Embark and its Transaction Committee. Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to Embark's Transaction Committee. Embark retained D.F. King & Co., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $10,000, plus reasonable out-of-pocket expenses. Continental Stock Transfer & Trust Company acted as transfer agent to Embark. Houlihan Lokey became entitled to a fee of $250,000 upon its retention by the Transaction Committee and $1,250,000 upon the rendering of its opinion to the Transaction Committee.
Applied Intuition, Inc. completed the acquisition of Embark Technology, Inc. (NasdaqGM:EMBK) from a group of shareholders on August 2, 2023. Following the consummation of the Merger, Embark became a wholly-owned subsidiary of Applied. The aggregate consideration paid to holders of Common Stock was paid from cash on hand of Applied. Following closing, Qasar Younis became the director of Embark. On August 2, 2023, and as a result of the consummation of the Merger, immediately following the Effective Time, Peter Ludwig became the President and Secretary of Embark, and Qasar Younis became the Treasurer of Embark. Alex Rodrigues, who was the Chief Executive Officer of Embark prior to the Effective Time, resigned as Chief Executive Officer of Embark effective as of immediately prior to the Effective Time. Brandon Moak, who was the Chief Technology Officer of Embark prior to the Effective Time, resigned as Chief Technology Officer of Embark effective as of immediately prior to the Effective Time.