Bright Machines to Become Public Company via Merger with SCVX (SCVX)

May 17, 2021 6:13 AM EDT

A Bright Machines Microfactory (Photo: Business Wire)


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Bright Machines, an industry leader in intelligent, software-defined manufacturing, and SCVX (NYSE: SCVX), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement that will result in Bright Machines becoming a publicly listed company. Upon completion of the transaction, which is expected to occur in the second half of 2021, the combined company will operate as Bright Machines, and will be traded under the new ticker symbol “BRTM”.

  • Bright Machines, an industry leader in intelligent, software-defined manufacturing, and SCVX (NYSE: SCVX), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement that will result in Bright Machines becoming a publicly listed company.
  • Bright Machines offers an innovative approach to manufacturing automation by combining proprietary software with adaptive hardware to automate repetitive tasks, enabling manufacturers to quickly deploy flexible, autonomous production lines that can scale based on market demand.
  • Bright Machines has doubled revenue each year since its inception in 2018 and is currently projecting a 5-year CAGR (2020-25) of over 84%.
  • The transaction values Bright Machines at a pro forma enterprise value of $1.1 billion and a post-transaction equity value of $1.6 billion. The transaction is expected to provide up to $435 million in gross cash proceeds, including $230 million of cash held in trust from SCVX and a PIPE of $205 million. PIPE investors include XN, Hudson Bay Master Fund Ltd., SB Management Limited (a subsidiary of SoftBank Group Corp and manager to SB Northstar LP), Fidelity Management & Research Company LLC, and Alyeska Investment Group.
  • Bright Machines intends to use the funds to accelerate the Company’s growth, which includes expansion into new markets and development of additional value-added software in areas such as production analytics and quality inspection.
  • Current Bright Machines shareholders, including Eclipse Ventures, Lux Capital, and BMW i Ventures, will roll 100% of their equity into the combined company.
  • Upon completion of the merger, Bright Machines intends to trade under the ticker symbol “BRTM”.
  • Investor webcast and conference call to be held on May 17, 2021, at 8:00 am ET, with details below.

“At Bright Machines, our mission has been clear from the start: to bring software-defined intelligence down to the factory floor and enable our customers to effortlessly modernize their manufacturing operations,” said Amar Hanspal, CEO and Co-Founder of Bright Machines. “Our industrial automation platform, powered by proprietary software and AI-driven solutions, allows even the most traditional manufacturing companies to quickly and easily deploy flexible automation solutions at scale. We believe that our technology represents a big leap in the transformation of manufacturing, as companies adapt to growing consumer demand, intensifying competition and the refactoring of global supply chains to improve resiliency and sustainability.”

“I am very proud of the solutions we’ve delivered and the positive benefits our customers have realized as a result. Going forward, we plan to substantially accelerate our growth and better service our customers by doubling down on software and expanding our reach through new sales channels and geographies. We believe our fundamentals are strong, we are executing to plan, and we are well-positioned to continue driving value creation and improved manufacturing outcomes.”

Founded in 2018, Bright Machines saw a unique opportunity to bring a software-and-data-first approach to factory operations and production execution. Over the past few years, ongoing supply chain disruptions, compounded by pandemic-induced factory closures and labor shortages, and increasing tensions around global trade and tariffs, have turned global manufacturing on its head. More and more companies are accelerating their efforts to onshore or re-shore production to secure their supply chains and build products closer to their end-users. Bright Machines provides the solutions these customers need to deploy fast, flexible, and intelligent automation at a pace and cost that scales along with their business.

Led by an experienced management team of technology and manufacturing industry veterans, Bright Machines has grown to over 500 employees, including approximately 150 software engineers. The Company possesses a portfolio of 36 patent filings that provide a competitive advantage. They have 25 global, blue-chip customers that span essential industries, including network infrastructure, data centers, automotive, consumer products, medical devices, and industrial equipment.

Mike Doniger, CEO and Chairman of the Board of SCVX, said, “Bright Machines’ innovative, industrial automation technology provides a crucial pathway for manufacturers to upgrade and secure their factories for the realities of the 21st century. Geopolitical tensions and the increasing threat of cyberattacks on manufacturing facilities are making it even more important for companies to minimize their supply chain risks and prepare for a world of distributed manufacturing. The momentum we have seen from Bright Machines in the nascent but critical space of software-defined manufacturing proves the strength of their solution and strategy. They are dramatically improving the speed and economics associated with the adoption of smart production lines and, eventually, fully programmable factories. We are thrilled to be partnering with Bright Machines and look forward to working together to revolutionize how products get made.”

Carl Bass, Chairman of the Board at Bright Machines and former CEO of Autodesk, Inc. said, “It is clear that Bright Machines’ differentiated, software-driven approach to industrial automation has the potential to completely upend traditional manufacturing methods. The company has demonstrated product-market fit and is seeing accelerating customer interest and broad deployment of their solutions. The opportunity in front of the team is simply enormous.”

Transaction Overview

The transaction is expected to provide up to $435 million in gross cash proceeds, including $230 million of cash held in trust from SCVX (assuming no redemptions from the trust account by public investors of SCVX). In addition, investors including XN, Hudson Bay Master Fund Ltd., SB Management Limited (a subsidiary of SoftBank Group Corp and manager to SB Northstar LP), Fidelity Management & Research Company LLC, and Alyeska Investment Group, have committed to invest $205 million in the form of a PIPE at a price of $10 per share of SCVX, immediately prior to the closing of the transaction.

XN, SCVX’s sponsor, and certain other SCVX stockholders will be restricted from transferring or selling their shares until the earlier to occur of (i) 180 days after the closing of the merger, subject to the satisfaction of certain equity performance thresholds, or (ii) one year after the closing of the merger.

The Boards of Directors of both SCVX and Bright Machines have approved the transaction. The transaction will require the approval of the stockholders of SCVX, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the second half of 2021. Following the completion of the transaction, Amar Hanspal will continue to lead Bright Machines as CEO.

Advisors

Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor and capital markets advisor to Bright Machines and acted as sole placement agent on the private placement. Latham & Watkins, LLP and Orrick, Herrington & Sutcliffe LLP are acting as legal advisors to Bright Machines. Willkie Farr & Gallagher LLP is acting as legal advisor to SCVX.

Investor Webcast and Conference Call

Bright Machines and SCVX will host a joint investor webcast and conference call to discuss the proposed transaction on May 17, 2021, at 8:00 am ET. A link to the webcast will be available on the Company’s website at www.brightmachines.com/investors.

To listen to the prepared remarks via telephone, dial 1-877-407-3982 (U.S.) or 1-201-493-6780 (International) and an operator will assist you. A webcast replay will also be available on the Company’s website at the same link as above.

SCVX will file an investor presentation relating to the proposed transaction with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.



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