HOUSTON
and TEL AVIV, Israel,
March 18, 2021 /PRNewswire/
-- Arbe Robotics Ltd. ("Arbe" or the "Company"), a
leading provider of next-generation 4D Imaging Radar solutions, and
Industrial Tech Acquisitions, Inc. (NASDAQ: ITAC), a
publicly-traded special purpose acquisition company ("ITAC" or
"Industrial Tech"), today jointly announced that they have entered
into (i) a definitive business combination agreement (the "Business
Combination Agreement") to consummate a business combination, and
(ii) related subscription agreements for an aggregate of
$100 million private placement in
connection with the proposed business combination (the "PIPE").
Subject to the satisfaction of the terms and conditions set
forth in the Business Combination Agreement, upon closing of the
transactions, the combined company will operate under the "Arbe
Robotics Ltd." name and is expected to be listed on Nasdaq under
the new ticker symbol "ARBE".
Arbe, founded in 2015, is leading a radar revolution, enabling
safe driver-assist systems today while paving the way for fully
autonomous driving. The company has introduced the world's first
ultra-high resolution 4D Imaging Radar that has 12x better
resolution than other competing radars currently in the
market. Arbe's 4D Imaging Radar separates, tracks, and
identifies objects in 2K resolution
in both azimuth and elevation, which can alert autopilot, emergency
braking or steering features at the right moment. Bridging the
automotive sensor gap that caused the recent advanced driver assist
systems accidents, Arbe's technology provides true safety to
drivers as well as vulnerable road users like pedestrians and
cyclists.
Arbe's proprietary chipset has the largest channel array count
in the industry with 48 receiving and 48 transmitting RF channels,
a dedicated processor chip, and AI-based post-processing. The
production-ready and affordable 4D Imaging Radar chipset solution,
executes in the most challenging corner cases and is dependable in
practically all environmental conditions.
Many leading Tier 1 manufacturers and OEMs are currently
designing their next generation radars based on Arbe's
groundbreaking technology, which is also empowering advanced
sensing for an array of additional applications including
robotaxis, autonomous ground vehicles (AGV) / delivery pods,
commercial and industrial vehicles, and more.
Kobi Marenko, Chief Executive
Officer of Arbe, said, "We expect that the proposed combination of
Arbe and Industrial Tech will allow us to bring our vision to
reality, creating an autonomous future driven by outstanding, truly
safe, commercially viable 4D Imaging technology. We are extremely
excited by the opportunity to partner with ITAC, and we expect that
ITAC's significant experience in building and investing in
disruptive technology companies will help bring our groundbreaking
technology to a broader market."
Scott Crist, Chairman and CEO of
Industrial Tech commented, "Arbe is the market leader with a first
mover advantage in ultra-high resolution 4D Imaging Radar
technology. The Company is at an exciting inflection point, with a
technology platform that is an order of magnitude superior in terms
of performance and efficiency. We expect that Arbe's projected
high-growth and high-margin fabless business model, with outsourced
manufacturing, will provide a high level of scalability,
positioning the company for commercial success in the automotive,
industrial, and new mobility markets. We are very excited about the
opportunity to partner with the company's leadership team, who have
a demonstrated track record as public company executives, and who
have built a technology business poised for market leadership and
scale."
Additional information about Arbe Robotics operations and
financial performance, as well as the transactions contemplated by
the Business Combination Agreement, is contained in the investor
presentation that will be furnished by Industrial Tech via a
Current Report on Form 8-K (the "Investor Presentation") today with
the Securities and Exchange Commission ("SEC"), and which can be
viewed at the SEC website at www.sec.gov.
Transaction Overview
The combined company is expected to have an implied post-money
pro forma enterprise value of approximately $572 million and an equity value of approximately
$722 million at closing, assuming no
redemptions by ITAC public shareholders. Assuming no
redemptions by ITAC public shareholders, the transaction is
expected to deliver up to approximately $177
million of gross proceeds, including the contribution of up
to approximately $77 million of cash
held in Industrial Tech's trust account.
The transaction is further supported by a $100 million fully-committed PIPE anchored by
leading investors including M&G Investment Management, Varana
Capital, Texas Ventures, Eyal
Waldman, and certain other investors, which upon
consummation of the PIPE satisfies the $100
million minimum cash closing condition contained in the
Business Combination Agreement.
In the transaction, a newly formed subsidiary of Arbe will merge
with ITAC, with ITAC surviving as a wholly-owned subsidiary of
Arbe. In connection therewith, all pre-closing security holders of
ITAC will receive ordinary shares of Arbe, which will continue
after the closing as a publicly-traded Israeli company. All current
Arbe shareholders will, concurrently with closing, convert the
entirety of their pre-closing equity holdings into ordinary shares
of the combined company. The transaction, which has been
unanimously approved by the board of directors of both Arbe and
Industrial Tech, is expected to close in the late 2nd
quarter or early 3rd quarter of 2021, subject to
shareholder approvals, and other customary closing conditions.
Following the completion of the acquisition, Arbe is expected to
retain its experienced management team, with Kobi Marenko as CEO, Noam Arkind as CTO, Ram Machness as Chief
Business Officer and Danny Klein as
CFO.
The investor presentation webcast link:
https://edge.media-server.com/mmc/p/5cux5jqt
The description of the transaction contained herein is
only a summary and is qualified in its entirety by reference to the
Business Combination Agreement, a copy of which will be filed by
ITAC with the SEC as an exhibit to a Current Report on Form
8-K.
Advisors
Wells Fargo Securities is serving as exclusive financial advisor
to Arbe, and is serving as lead placement agent to Industrial Tech
on the PIPE offering. Epsilon and Poalim Capital Markets are
also serving as placement agents on the PIPE offering.
DLA Piper LLP (US) is serving as legal advisor to Arbe, and
Ellenoff Grossman & Schole LLP is serving as legal advisor to
Industrial Tech.
About Industrial Tech Acquisitions, Inc ("ITAC")
ITAC is a blank check company formed for the purpose of entering
into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. ITAC is
sponsored by Texas Ventures, a leading technology and venture
capital firm with expertise in capital markets and structured
finance. The firm provides guidance, insight and capital to
assist entrepreneurs and managers who have the desire and talent to
build exceptional companies. The Texas Ventures' approach is
to identify emerging trends and opportunities prior to recognition
by the broader marketplace, and to take a proactive approach
in working with entrepreneurs and managers who have the
determination to build world-class companies.
About Arbe Robotics Ltd ("Arbe")
Arbe, a provider of 4D Imaging Radar solutions, is leading a
radar revolution, enabling truly safe driver-assist systems today
while paving the way for fully autonomous driving. Arbe is
empowering automakers, tier-1 companies, and enabling autonomous
ground vehicles, commercial and industrial vehicles, and a wide
array of safety applications with next-generation sensing and
paradigm-changing perception. Arbe's Imaging Radar offers an order
of magnitude higher resolution than any other competing radar
solution in the market, and is an essential sensor for L2+ and
higher levels of autonomy. Arbe's solution includes an RF chipset
with the largest channel array in the industry, a groundbreaking
radar processor chip, and AI-based post-processing. Founded in
2015, Arbe has offices in Israel and the United States.
Important Notice Regarding Forward-Looking Statements and
Non-GAAP Measures
This press release contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts, including statements about ITAC and Arbe and the
transactions contemplated by the Business Combination Agreement
(the "Transactions"), and the parties' perspectives and
expectations, are forward looking statements. Such statements
include, but are not limited to, statements regarding the
Transactions, including the anticipated initial enterprise value
and post-closing equity value, the benefits of the Transactions,
integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results,
including estimates for growth, the expected management and
governance of the combined company, and the expected timing of the
Transactions. The words "expect," "believe," "estimate," "intend,"
"plan", "anticipate", "project", "may", "should", "potential" and
similar expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to,
risks related to: (i) the expected timing and likelihood of
completion of the Transactions, including the risk that the
Transactions may not close due to one or more closing conditions to
the Transactions in the Business Combination Agreement not being
satisfied or waived on a timely basis or otherwise, or that the
required approval of the Business Combination Agreement and related
matters by the shareholders of Arbe and ITAC are not obtained; (ii)
a default by one or more of the investors in the PIPE on its
commitment, and ITAC's failure to retain sufficient cash in its
trust account or find replacement financing in order to meet the
$100 million minimum cash condition
in the Business Combination Agreement; (iii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement; (iv) the ability
of the Company to meet Nasdaq listing standards following the
Transactions and in connection with the consummation thereof; (v)
costs related to the proposed Transactions; (vi) the occurrence of
a material adverse change with respect to the financial position,
performance, operations or prospects of Arbe or ITAC; (vi)
the disruption of Arbe management time from ongoing business
operations due to the proposed Transactions; (vii) announcements
relating to the Transactions having an adverse effect on the market
price of ITAC's securities; (viii) the effect of the Transactions
and the announcement thereof on the ability of Arbe to retain
customers and retain and hire key personnel and maintain
relationships with its suppliers and customers and on its operating
results and businesses generally; (ix) the failure of Arbe to meet
projected development and production targets; (x) changes in
applicable laws or regulations, including laws and regulations
affecting the market for Arbe's products; (xi) the possibility that
the combined company may be adversely affected by other economic,
business, and/or competitive factors, or the continuing effects of
the COVID-19 pandemic, the worsening thereof or other future
pandemics; and (xii) other risks and uncertainties, including those
to be identified in the proxy statement/prospectus (when available)
relating to the Transactions, including those under "Risk Factors,"
"Cautionary Notes Concerning Forward-Looking Statements" and "Arbe
Management's and Analysis of Financial Conditions and Results of
Operations" therein, and in other filings with the Securities and
Exchange Commission ("SEC") by ITAC or Arbe. ITAC and Arbe
caution that the foregoing list of factors is not exclusive.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and ITAC and Arbe undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
Non-GAAP Financial Measures
This press release includes certain financial measures not
presented in accordance with U.S. generally accepted accounting
principles ("GAAP") including, but not limited to, Adjusted
EBITDA. Adjusted EBITDA is not calculated in accordance with
GAAP. It is a performance measure that provides supplemental
information that ITAC and Arbe believe is useful to analysts and
investors to evaluate ongoing results of operations, when
considered alongside GAAP measures such as net income, operating
income and gross profit. Adjusted EBITDA excludes the financial
impact of items management does not consider in assessing the
ongoing operating performance of ITAC, Arbe or the combined
company, and thereby facilitates review by Arbe's management of its
operating performance on a period-to-period basis. Other companies
may have different capital structures or different lease terms, and
comparability to the results of operations of ITAC, Arbe or the
combined company may be impacted by the effects of acquisition
accounting on its depreciation and amortization. As a result of the
effects of these factors and factors specific to other companies,
ITAC and Arbe believe Adjusted EBITDA provides helpful information
to analysts and investors to facilitate a comparison of their
operating performance to that of other companies. However,
the use of Adjusted EBITDA or other non-GAAP financial measures are
not measures of financial performance in accordance with GAAP and
may exclude items that are significant in understanding and
assessing Arbe's or the combined company's financial results.
Therefore, these measures should not be considered in isolation or
as an alternative to net income, cash flows from operations or
other measures of profitability, liquidity or performance under
GAAP. Arbe's presentation of these measures may not be comparable
to similarly-titled measures used by other companies. These
non-GAAP financial measures are subject to inherent limitations as
they reflect the exercise of judgments by management about which
expense and income are excluded or included in determining these
non-GAAP financial measures. Further, this press release does
not include any financial statements prepared in accordance with
GAAP or financial information derived from financial statements
prepared in accordance with GAAP, with result that this press
release does not show how the non-GAAP information relates to
financial statements prepared in accordance with GAAP and does not
show the adjustments from financial statements prepared in
accordance with GAAP. Projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not,
and are likely not to, reflect actual results. Accordingly, undue
reliance should not be given to non-GAAP financial information.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
No Assurances
There can be no assurance that the proposed Transactions will be
completed, nor can there be any assurance, if the Transactions are
completed, that the potential benefits of combining the companies
will be realized. The description of the Transactions contained
herein is only a summary and is qualified in its entirety by
reference to the definitive agreements relating to the
Transactions, copies of which will be filed by ITAC with the SEC as
an exhibit to a Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the Transactions described herein, ITAC and
Arbe will file relevant materials with the SEC, including Arbe's
registration statement on Form F-4 that will include a proxy
statement of ITAC that constitutes a prospectus for Arbe and a
definitive proxy statement for ITAC's shareholders. Promptly
after filing its definitive proxy statement with the SEC, ITAC will
mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
Transactions. INVESTORS AND SECURITY HOLDERS OF ITAC AND ARBE ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTIONS THAT ITAC OR ARBE WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ITAC, ARBE AND THE TRANSACTIONS. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the transaction (when
they become available), and any other documents filed by ITAC with
the SEC, may be obtained free of charge at the SEC's website
(www.sec.gov) or by writing to ITAC at: 5090 Richmond Ave.,
Suite 319; Houston TX, 77056.
Participants in Solicitation
The Company, ITAC, and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
ITAC common stock in respect of the proposed Transactions.
Information about ITAC's directors and executive officers and their
ownership of ITAC's common stock is set forth in ITAC's filings
with the SEC. Additional information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement pertaining to the proposed Transactions when it
becomes available. These documents can be obtained free of
charge from the sources indicated above.
Media Contacts:
DeeDee Rudenstein, Propel
Strategic Communications
267-521-9654
drudenstein@propelsc.com
Industrial Tech Acquisitions, Inc.
713-599-1300
Scott Crist or
Lisa@texasventures.com
Arbe Robotics, LTD
+972-54-5422432
Shlomit Hacohen
shlomit.h@arberobotics.com
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SOURCE Arbe Robotics Ltd.