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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Berkshire Grey Inc | NASDAQ:BGRY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.40 | 1.47 | 1.33 | 0 | 00:00:00 |
Berkshire Grey, Inc.
140 South Road
Bedford, MA 01730-2344
(833) 848-9900
Attn: Christian Ehrbar & Mark Fidler
|
SoftBank Group Corp.
Tokyo Portcity Takeshiba
1-7-1 Kaigan
Minato-ku, Tokyo 105-7537 Japan
+81-3-6889-2000
Attention: Tim Mackey & Stephen Lam
Backgammon Investment Corp.
300 El Camino Real
Menlo Park, CA 94025
+81-3-6889-2000
Attention: Alex Clavel & Stephen Lam
SVF II BG (DE) LLC
SVF II Holdings (DE) LLC
251 Little Falls Drive
Wilmington, DE 19808
+81-3-6889-2000
Attention: Michael Johnson
SoftBank Vision Fund II-2 L.P.
SVF II Aggregator (Jersey) L.P.
Crestbridge Limited, 47 Esplanade
St. Helier, Jersey, JE1 0BD
+81-3-6889-2000
Attention: Jonathan Duckles
SB Global Advisers Limited
69 Grosvenor Street
London, W1K 3JP
England, United Kingdom
650-562-8211
Attention: Alex Clavel
|
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Attention: Mark S. Opper, John T. Haggerty & R. Kirkie Maswoswe
|
Morrison & Foerster LLP
Shin-Marunouchi Building, 29th Floor
5-1, Marunouchi 1-Chome, Chiyoda-ku,
Tokyo, Japan, 100-6529
81-3-3214-6522
Attention: Kenneth A. Siegel
Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
Attention: David P. Slotkin & Andrew P. Campbell
|
a.
|
☒
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
b.
|
☐
|
The filing of a registration statement under the Securities Act of 1933.
|
c.
|
☐
|
A tender offer.
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d.
|
☐
|
None of the above.
|
Item 15. |
Additional Information
|
(i) |
Each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than (1) shares held in the treasury of the Company or owned by Merger Sub, (2) shares held by
stockholders who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal with respect to such shares pursuant to Section 262 of the Delaware General Corporation Law, and (3)
restricted shares that were not vested as of the Effective Time) was converted automatically into and thereafter represented only the right to receive $1.40 in cash, without interest (the “Merger Consideration”), subject to applicable
withholding taxes.
|
(ii) |
Each vested option to purchase shares of Company common stock that had a per share exercise price less than the Merger Consideration that would be payable in respect of the Company stock underlying such
option (each, an “In-the-Money Company Option”) was automatically cancelled and converted into the right to receive an amount of cash equal to the product obtained by multiplying (1) the number of shares of Company common stock that
would have been issuable upon exercise of such option immediately prior to the Effective Time by (2) the excess of the Merger Consideration over the per share exercise price of such option.
|
(iii) |
Each unvested In-the-Money Company Option was automatically cancelled and converted into the contingent right to receive an aggregate amount in cash (each, a “Converted Cash Award”) equal to the product obtained by multiplying (1) the
number of shares of Company common stock that would have been issuable upon exercise of such option immediately prior to the Effective Time by (2) the excess of the Merger Consideration over the per share exercise price of such option.
|
(iv) |
Each option to purchase shares of Company common stock that is not an In-the-Money Company Option was automatically cancelled at the Effective Time without payment of any consideration.
|
(v) |
Each restricted share of Company common stock that was unvested immediately prior to the Effective Time was cancelled and converted into a Converted Cash Award equal to the Merger Consideration, subject to certain terms and conditions in
the Merger Agreement.
|
(vi) |
Each vested restricted stock unit award (each, a “Company RSU Award”) was automatically cancelled and converted into the right to receive an amount of cash equal to the Merger Consideration that would have been payable in respect of the
Company common stock issuable upon settlement of such Company RSU Award.
|
(vii) |
Each unvested Company RSU Award was automatically cancelled and converted into a Converted Cash Award with respect to an aggregate amount in cash equal to the product obtained by multiplying (1) the number of shares of Company common stock
subject to such Company RSU Award by (2) the Merger Consideration.
|
(viii) |
Each of the Converted Cash Awards assumed and converted as described above, other than Converted Cash Awards converted from restricted shares of Company common stock, continue to have, and are subject to, the same terms and conditions
(including vesting, acceleration of vesting and forfeiture) as applied to the corresponding option or Company RSU Award, as applicable, immediately prior to the Effective Time.
|
(ix) |
Each outstanding warrant (each, a “Redeemable Warrant”) to purchase shares of Company common stock pursuant to the Warrant Agreement, dated December 7, 2020, by and between Revolution Acceleration Acquisition Corp and Continental Stock
Transfer & Trust Company (the “Warrant Agreement”), in accordance with its terms, automatically and without any required action on the part of the holder thereof, became a warrant exercisable for the Merger Consideration that such holder
would have received if such warrant had been exercised immediately prior to the Effective Time; provided that if a holder of such warrant properly exercises such warrant within thirty (30) days following the date hereof, the holder of such
warrant would be entitled to the Black-Scholes Warrant Value (as defined in the Warrant Agreement) with respect to such warrant, which would have been equal to approximately $0.35 per warrant as of the close of trading on July 19, 2023.
|
(x) |
Each outstanding warrant to purchase shares of Company common stock pursuant to that certain warrant, dated July 29, 2022, in favor of FCJI, Inc. (the “FedEx Warrant”) became subject to Section 12(iii) of the FedEx Warrant, and FCJI, Inc.
has the right to exercise such warrants in exchange for the exercise price set forth in the FedEx Warrant. Upon such exercise, the holder of the FedEx Warrant would be eligible to receive cash equal to the Merger Consideration multiplied by
the number of shares of Company common stock for which such FedEx Warrant was exercisable immediately prior to the Effective Time.
|
Item 16. |
Exhibits
|
Dated: July 20, 2023 | ||
BERKSHIRE GREY, INC.
|
||
By:
|
/s/ Thomas Wagner
|
|
Name: Thomas Wagner
|
||
Title: Chief Executive Officer
|
SOFTBANK GROUP CORP.
|
||
By:
|
/s/ Yuko Yamamoto
|
|
Name: Yuko Yamamoto
|
||
Title: Head of Corporate Legal Department
|
BACKGAMMON INVESTMENT CORP.
|
||
By:
|
/s/ Stephen Lam
|
|
Name: Stephen Lam
|
||
Title: Director
|
SVF II BG (DE) LLC
|
||
By:
|
/s/ Jonathan Duckles
|
|
Name: Jonathan Duckles
|
||
Title: Director
|
SVF II HOLDINGS (DE) LLC
|
||
By:
|
/s/ Jonathan Duckles
|
|
Name: Jonathan Duckles
|
||
Title: Director
|
SOFTBANK VISION FUND II-2 L.P.
By: SB Global Advisers Limited, its Manager
|
||
By:
|
/s/ Alex Clavel
|
|
Name: Alex Clavel
|
||
Title: Director
|
SVF II AGGREGATOR (JERSEY) L.P.
|
||
By:
|
/s/ Michael Johnson
|
|
Name: Michael Johnson
|
||
Title: Director of SVF II GP (Jersey) Limited
|
SB GLOBAL ADVISERS LIMITED
|
||
By:
|
/s/ Alex Clavel
|
|
Name: Alex Clavel
|
||
Title: Director
|
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