- Owlet Baby Care is bringing a data-driven connectivity platform
to the nursery while simplifying life for parents
- Combined company to have an implied initial enterprise value of
approximately $1,074 million, with the company expected to have up
to an estimated $325 million in cash after closing
- Top-tier investors, including Fidelity Management &
Research LLC, Janus Henderson Investors, Neuberger Berman Funds,
OrbiMed, private funds affiliated with PIMCO, and Wasatch Global
Investors, anchor fully committed PIPE of $130 million, which
combines with $230 million of cash held in SPAC trust account to
bring post-transaction equity value of the combined company to
$1,389 million
- Transaction enables deeper investment in expanding connected
ecosystem and pursuing telehealth platform
- Ken Suslow and Domenico De Sole to represent Sandbridge on the
post-transaction Board
- Leading existing institutional backers of Owlet, including
Eclipse Ventures and Trilogy Equity Partners, to roll 100% of their
equity
Owlet Baby Care Inc. (“Owlet” or the “Company”) and Sandbridge
Acquisition Corporation (NYSE: SBG.U) (“Sandbridge”), a special
purpose acquisition company co-sponsored by affiliates of
Sandbridge Capital and PIMCO private funds, announced today that
they have entered into a definitive merger agreement. Upon
completion of the transaction, the combined company’s securities
are expected to be traded on the New York Stock Exchange (NYSE)
under the symbol “OWLT.”
Company Overview
Launched in 2012 by a committed team of parents, Owlet has built
a connected and accessible nursery ecosystem that brings technology
and vital data to modern parenting. The Company’s bestselling
flagship product, the Owlet Smart Sock baby monitor, uses
proprietary and innovative pulse-oximetry technology to track a
baby’s heart rate, oxygen levels and sleep patterns to provide
parents with invaluable peace of mind. The Owlet Smart Sock
integrates seamlessly with Owlet’s camera product, the Owlet Cam,
enabling parents to see and hear their babies via Owlet’s
convenient smartphone app.
Owlet’s next generation innovation has resulted in strong net
revenue growth, including more than 50% growth in 2020 after
recording approximately $50 million in net revenue for 2019. The
Company continues to pursue significant revenue upside opportunity
by leveraging its proprietary data to build out its products and
services, including a potential telehealth suite of recurring
services. Led by a team of forward-thinking founders and seasoned
management, the Company is addressing a large and growing potential
addressable market of over $81 billion.
Owlet has built a strong and highly loyal customer base of brand
ambassadors who value the information and peace of mind that
Owlet’s products provide during some of the most critical moments
of their child’s developmental journey. The majority of Owlet’s
consumers and loyal advocates are first-adopters and millennials, a
high-value demographic that is influential in product trends and
digital-application adaptation. The Company’s product and services
platform is designed to serve these customers and future
generations by providing parents with the right information at the
right time to best care for their babies. Owlet’s products have
garnered industry praise and recognition, receiving 21 industry
awards and 15 design and innovation awards, including the honor of
winning the Consumer Electronics Show award for Best Wearable for
the Owlet Band in 2019 and being an honoree in the Consumer
Electronics Show in the Software & Mobile Apps category for the
Owlet Dream Lab in 2020.
Management Comments
“We’re thrilled to partner with Sandbridge as we continue our
goal of helping parents succeed in the parenting journey,” said
Kurt Workman, CEO and founder of Owlet. “Ken Suslow and Domenico De
Sole are category-defining modern brand creators, and will help
usher Owlet into our next phase of growth as we expand our product
suite and work to support family needs through some of the most
crucial years of raising children. We look forward to further
serving our current loyal customers as well as addressing a sizable
untapped market, spanning multiple consumer touchpoints, and
building Owlet into a vital family platform that will serve parents
for generations to come.”
“Since day one, the core thesis at Eclipse has been that true
disruption of physical-world sectors, such as consumer health,
would require full-stack — rather than incremental — solutions.
Having met Owlet in its infancy and helped build the company for
the last few years, I am excited about this well-deserved next
step,” said Lior Susan, Chairman of Owlet’s Board and Founding
Partner of Eclipse Ventures, Owlet’s largest investor. “Owlet’s
goal is to become an indispensable part of the modern nursery, and
we are enthusiastic to extend the reach of the company by working
with Sandbridge."
“Ken Suslow brings vast consumer brand expertise, having led
Sandbridge Capital’s investments in global brands such as Farfetch,
Rossignol, Thom Browne, Hydrow, Youth to the People and the
RealReal,” Susan added. “With additional support from the PIMCO
private funds team, the key partners are aligned for the future of
the company and working to create long-term shareholder value —
positioning Owlet to serve more families and provide even greater
peace of mind to parents.”
Ken Suslow, Chairman & CEO of Sandbridge Acquisition added,
“We are excited to be partnering with Lior Susan and the impressive
Owlet team on their next-gen, mission driven approach to building
out the connected nursery ecosystem of the future – we believe the
opportunity here is immense. The Company’s modern data driven
platform serves as a fundamental tool for enabling parents to
monitor their infants’ wellbeing, while also presenting a
compelling opportunity to leverage this real-time data into smart
telehealth solutions as the next wave of this dynamic platform
continues to evolve. Sandbridge is truly gratified to partner with
Owlet on such substantial growth opportunities in support of global
infant health & wellness.”
Key Transaction Terms
The business combination values Owlet on a pre-transaction basis
at a $1,000 million equity value and values the post-transaction
combined company at an enterprise value of approximately $1,074
million. It is expected to deliver up to $325 million of cash to
the combined company, after payment of estimated transaction
expenses, through the contribution of up to $230 million of cash
held in Sandbridge’s trust account and a $130 million concurrent
private placement (PIPE) of common stock, priced at $10.00 per
share. PIPE participants include leading institutional investors,
including funds managed by Fidelity Management & Research LLC,
Janus Henderson Investors, Neuberger Berman Funds, OrbiMed, private
funds affiliated with PIMCO, and Wasatch Global Investors.
As part of the transaction, Owlet’s current management and
existing equity holders intend to roll nearly 100% of their equity
into the combined company. Leading existing institutional backers
of the Company, including Eclipse Ventures and Trilogy Equity
Partners, intend to roll 100% of their equity into the combined
company.
The transaction has been unanimously approved by the Boards of
Directors of both Owlet and Sandbridge. Completion of the proposed
transaction is subject to approval of Sandbridge and Owlet
stockholders and other closing conditions, including a registration
statement being declared effective by the U.S. Securities and
Exchange Commission (the “SEC”), and is expected to be completed in
the second quarter of 2021.
A more detailed description of the transaction terms and copies
of the key transaction agreements will be included in a current
report on Form 8-K to be filed by Sandbridge with the SEC.
Advisors
BofA Securities is serving as exclusive financial advisor to
Owlet and Latham & Watkins LLP is serving as legal counsel.
Citigroup is serving as exclusive capital markets advisor to
Sandbridge and Citigroup and BofA Securities are serving as private
placement agents to Sandbridge. Ropes & Gray LLP is serving as
legal counsel to Sandbridge.
Management Presentation
A presentation made by the management teams of Owlet and
Sandbridge regarding the transaction will be available on the
websites of Sandbridge at www.sandbridgeacquisition.com and Owlet
at www.owletcare.com. Sandbridge will
also file the presentation with the SEC as an exhibit to a Current
Report on Form 8-K, which can be viewed on the SEC’s website at
www.sec.gov.
Investor Conference Call Information
Owlet and Sandbridge will host a joint investor conference call
to discuss the proposed transaction today, February 16, 2021 at
8:30 AM ET.
To listen to the prepared remarks via telephone from the U.S.,
dial 1-877-407-3982 and an operator will assist you. International
investors may listen to the call by dialing 1-201-493-6780. A
telephone replay will be available by dialing 1-844-512-2921 if in
the U.S., and by dialing 1-412-317-6671 from outside the U.S. The
PIN for access to the replay is 13716225. The replay will be
available through February 23, 2021.
About Owlet Baby Care
Owlet Baby Care was founded by a team of parents in 2012.
Owlet’s mission is to empower parents with the right information at
the right time, to give them more peace of mind and help them find
more joy in the journey of parenting. Owlet’s digital parenting
platform aims to give parents real-time data and insights to help
parents feel more calm and confident. Owlet believes that every
parent deserves peace of mind and the opportunity to feel their
well-rested best. Owlet also believes that every child deserves to
live a long, happy, and healthy life, and is working to develop
products to help facilitate that belief.
About Sandbridge Acquisition Corporation
Sandbridge Acquisition Corporation (NYSE: SBG.U) is a special
purpose acquisition company with a team that includes experienced
industry operators and investors who have partnered with leading
high-growth consumer companies, including Thom Browne, Rossignol,
The RealReal, Farfetch and Hydrow.
An affiliate of Sandbridge Capital and certain private funds
managed by PIMCO are members of Sandbridge’s sponsor.
For more information, please visit
www.sandbridgeacquisition.com.
Additional Information and Where to Find It
Sandbridge intends to file with the SEC a Registration Statement
on Form S-4, which will include a proxy statement/prospectus, that
will be both the proxy statement to be distributed to holders of
Sandbridge’s Class A common stock in connection with its
solicitation of proxies for the vote by Sandbridge’s stockholders
with respect to the business combination and other matters as may
be described in the registration statement, as well as the
prospectus relating to the offer and sale of certain securities to
be issued in the business combination. After the registration
statement is declared effective, Sandbridge will mail a definitive
proxy statement/prospectus and other relevant documents to its
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed business combination. Sandbridge’s stockholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus included in the registration
statement and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about the Company, Sandbridge and the
proposed business combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to stockholders of Sandbridge
as of a record date to be established for voting on the proposed
business combination. Stockholders of Sandbridge will also be able
to obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the SEC, without
charge, once available, at the SEC’s website at www.sec.gov, or by
directing a written request to: Sandbridge Acquisition Corp., 1999
Avenue of the Stars, Suite 2088, Los Angeles, California 90067.
Participants in the Solicitation
Sandbridge and its directors and executive officers may be
deemed participants in the solicitation of proxies from
Sandbridge’s stockholders with respect to the proposed business
combination. The names of those directors and executive officers
and a description of their interests in Sandbridge is contained in
Sandbridge’s final prospectus dated September 14, 2020 relating to
its initial public offering and in subsequent filings with the SEC,
which are available free of charge at the SEC’s web site at
www.sec.gov. To the extent such holdings of Sandbridge’s securities
may have changed since that time, such changes have been or will be
reflected on Statements of Changes in Beneficial Ownership on Form
4 filed with the SEC. Additional information regarding the
interests of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
Owlet and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Sandbridge in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination when
available.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
Sandbridge’s or Owlet’s future financial or operating performance.
For example, statements regarding the satisfaction of closing
conditions to the proposed business combination and the expected
timing of the completion of the proposed business combination, the
benefits of the proposed business combination, the competitive
environment in which Owlet operates, and the expected future
operating and financial performance and market opportunities of
Owlet are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may”,
“should”, “expect”, “intend”, “will”, “estimate”, “anticipate”,
“believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Sandbridge and its
management, and Owlet and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of any
definitive agreements with respect to the proposed business
combination; the outcome of any legal proceedings that may be
instituted against Sandbridge, Owlet, the combined company or
others following the announcement of the proposed business
combination and any definitive agreements with respect thereto; the
inability to complete the proposed business combination due to the
failure to obtain approval of the stockholders of Sandbridge or to
satisfy other conditions to closing, including the satisfaction of
the minimum trust account amount following any redemptions; changes
to the proposed structure or terms of the business combination that
may be required or appropriate as a result of applicable laws or
regulations or in response to market reaction to the announcement
of the transaction; the ability to meet stock exchange listing
standards at or following the consummation of the proposed business
combination; the risk that the proposed business combination
disrupts current plans and operations of Owlet as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; the ability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, competition, the regulatory pathway for Owlet
products and responses from regulators, including the U.S. Food and
Drug Administration and similar regulators outside of the United
States, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain Owlet’s management and key employees; costs
related to the proposed business combination, including costs
associated with the post-transaction company being a publicly
listed issuer; changes in applicable laws or regulations; the
possibility that Owlet or the combined company may be adversely
affected by other economic, business, regulatory and/or competitive
factors; Owlet’s estimates of expenses and profitability; the
evolution of the markets in which Owlet competes; the ability of
Owlet to implement its strategic initiatives and continue to
innovate its existing products; the ability of Owlet to defend its
intellectual property and satisfy regulatory requirements; the
impact of the COVID 19 pandemic on Owlet’s business; the limited
operating history of Owlet; and other risks and uncertainties set
forth in the section entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in Sandbridge’s final
prospectus dated September 14, 2020 relating to its initial public
offering, and other risks and uncertainties indicated from time to
time in the definitive proxy statement to be delivered to
Sandbridge’s stockholders and the related registration statement on
Form S-4, including those set forth under “Risk Factors” therein,
and other documents to be filed with the SEC by Sandbridge.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Sandbridge
nor Owlet undertakes any duty to update these forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210216005505/en/
Investor Relations
Owlet Baby Care Constantine Davides Westwicke, an ICR
company constantine.davides@westwicke.com (339) 970-2846
Sandbridge Acquisition Corporation Rebecca Campbell
Konnect Agency rcampbell@konnectagency.com (213) 225-4415
Media Relations
Owlet Baby Care Brooke Camit brooke@owletcare.com
Cammy Duong Westwicke, an ICR company cammy.duong@westwicke.com
(203) 682-8380
Sandbridge Acquisition Corporation Rebecca Campbell
Konnect Agency rcampbell@konnectagency.com (213) 225-4415
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