MOUNTAIN VIEW, Calif.,
May 25, 2023 /PRNewswire/
-- Applied Intuition, Inc., a tooling and software provider
for autonomous vehicle development, and Embark Technology, Inc.
(NASDAQ: EMBK), an autonomous trucking software company, today
announced that the companies have entered into a definitive merger
agreement. Under the agreement, Applied will acquire Embark in an
all-cash transaction with an equity value of approximately
$71 million.
Founded in 2016, Embark has built a robust autonomous software
stack that uses machine learning methodologies for perception while
relying on a safety-redundant compute system. Embark also developed
a custom-built hardware platform optimized for autonomy and has
performed extensive real-world testing and system deployment, with
over 1.5 million miles of autonomous operations conducted on
highways.
Applied aims to integrate Embark's internal tools, data, and
software assets to further improve its offerings for customers in
the trucking and automotive industries. Embark plans to retire its
fleet of test vehicles as part of the transaction. Key Embark
employees are expected to remain to support Applied and expand the
company's suite of product offerings.
"We are excited to acquire Embark," said Qasar Younis,
Co-Founder and CEO of Applied Intuition. "This acquisition should
enable us to advance our products and solve more specific, complex
challenges for our customers. We respect the work Embark has
accomplished in the autonomous vehicle industry and look forward to
leveraging their expertise to better serve our global customer
base."
"Today marks an exciting, new chapter for Embark," said
Alex Rodrigues, Co-Founder and CEO
of Embark. "I would like to thank all past and present employees
for their contributions over the past seven years. I appreciate
everything they have done for the company, and I cannot wait to see
where Applied takes the technology we have built."
Under the terms of the agreement, which has been approved
unanimously by the boards of directors of both companies, Embark
shareholders will receive $2.88 per
share in cash. The agreement comes after Embark's March 3, 2023 announcement that it was
engaging in a process to explore, review, and evaluate a range of
potential strategic alternatives.
The transaction is expected to close in Q3 2023 and is subject
to approval by Embark shareholders and other customary closing
conditions. Upon completion of the transaction, Embark shares and
warrants will cease trading on NASDAQ, and Embark will become a
privately held company.
Advisors
Goodwin Procter LLP is serving as legal counsel to Applied
Intuition. Evercore is serving as financial advisor and
Wilson Sonsini Goodrich &
Rosati, P.C. is serving as legal counsel to Embark and its
Transaction Committee. Houlihan
Lokey provided additional financial advisory services to
Embark's Transaction Committee.
About Applied Intuition
Applied Intuition's mission is
to accelerate the world's adoption of safe and intelligent
machines. The company's software solutions make it faster, safer,
and easier to bring autonomous systems to market. Autonomy programs
across industries and 17 of the top 20 global automotive OEMs rely
on Applied's solutions to develop, test, and deploy autonomous
systems at scale. Learn more at https://applied.co.
About Embark
Embark Technology, Inc. (NASDAQ: EMBK) is
an autonomous vehicle company building the software powering
autonomous trucks, focused on improving safety, efficiency, and
sustainability. Headquartered in San
Francisco, CA since its founding in 2016, Embark has
partnered with some of the largest shippers and carriers in
the United States.
Additional Information and Where to Find It
Embark
Technology, Inc. ("Embark"), its directors and certain executive
officers are participants in the solicitation of proxies from
stockholders in connection with the pending acquisition of Embark
by Applied Intuition, Inc. (the "Transaction"). Embark plans to
file a proxy statement (the "Transaction Proxy Statement") with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies to approve the Transaction. Additional
information regarding such participants, including their direct or
indirect interests, by security holdings or otherwise, will be
included in the Transaction Proxy Statement and other relevant
documents to be filed with the SEC in connection with the
Transaction. Information relating to the foregoing can also be
found in Embark's Annual Report on Form 10-K for the fiscal year
ended December 31, 2022 (the "2022
Annual Report"), which was filed with the SEC on March 28, 2023. To the extent that holdings of
Embark's securities have changed since the amounts set forth in the
2022 Annual Report, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Embark will mail the definitive Transaction Proxy
Statement and a proxy card to each stockholder entitled to vote at
the special meeting to consider the Transaction. STOCKHOLDERS ARE
URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT EMBARK WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may
obtain, free of charge, the preliminary and definitive versions of
the Transaction Proxy Statement, any amendments or supplements
thereto, and any other relevant documents filed by Embark with the
SEC in connection with the Transaction at the SEC's website
(https://www.sec.gov). Copies of Embark's definitive Transaction
Proxy Statement, any amendments or supplements thereto, and any
other relevant documents filed by Embark with the SEC in connection
with the Transaction will also be available, free of charge, at
Embark's investor relations website
(https://investors.embarktrucks.com).
Forward-Looking Statements
This communication contains
forward-looking statements that involve risks and uncertainties,
including statements regarding the Transaction, including the
expected timing of the closing of the Transaction; considerations
taken into account by Embark's Board of Directors in approving the
Transaction; expectations for Embark following the closing of the
Transaction; and expectations for Embark if the Transaction does
not close. Such forward-looking statements are subject to inherent
risks and uncertainties, including those associated with: (i) the
possibility that the conditions to the closing of the Transaction
are not satisfied, including the risk that required approvals from
Embark's stockholders for the Transaction are not obtained on a
timely basis or at all; (ii) the occurrence of any event, change or
other circumstances that could give rise to the right to terminate
the Transaction, including in circumstances requiring Embark to pay
a termination fee; (iii) uncertainties as to the timing of the
consummation of the Transaction and the ability of each party to
consummate the Transaction; (iv) the nature, cost and outcome of
any legal proceeding that may be instituted against the parties and
others relating to the Transaction; (v) the effect of the
announcement or pendency of the Transaction on Embark's assets,
liabilities or financial condition; (vi) the amount of the costs,
fees, expenses and charges related to the merger agreement or the
Transaction; (vii) the risk that Embark's stock price may fluctuate
during the pendency of the Transaction and may decline
significantly if the Transaction is not completed; and (viii) other
risks and uncertainties detailed in the periodic reports that
Embark files with the SEC, including the 2022 Annual Report and the
Quarterly Report on Form 10-Q filed with the SEC on May 15, 2022, each of which may be obtained on
the investor relations section of Embark's website
(https://investors.embarktrucks.com). If any of these risks or
uncertainties materialize, or if any of Embark's assumptions prove
incorrect, Embark's actual results could differ materially from the
results expressed or implied by these forward-looking statements.
All forward-looking statements in this communication are based on
information available to Embark as of the date of this
communication, and Embark does not assume any obligation to update
the forward-looking statements provided to reflect events that
occur or circumstances that exist after the date on which they were
made, except as required by law.
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