Bright Machines to Become a Public Company via Merger with SCVX
SAN FRANCISCO and WASHINGTON, May 17, 2021 -- Bright Machines (the “Company”), 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”.
“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.”
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.”
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.
About Bright Machines
Headquartered in San Francisco, Bright Machines is an industry leading technology company that offers an innovative approach to intelligent, software-defined manufacturing. It leverages computer vision, machine learning, 3D simulation, and adaptive robotics to fundamentally change the flexibility, scalability, and economics of production. With more than 500 employees worldwide, Bright Machines operates R&D centers in the U.S. and Israel, with additional field operations in the U.S., Mexico, China, and Poland. In 2019 Bright Machines was named a “Technology Pioneer” by the World Economic Forum and one of “America’s Most Promising Artificial Intelligence Companies” by Forbes.
Bright Machines is reimagining the way products can be designed and produced, in order to address the realities of today and the future ahead. Rethink everything you ever knew about manufacturing. Visit us at www.brightmachines.com.
About SCVX
SCVX is a special purpose acquisition company (SPAC) created to fill what it believes is a tremendous void in the cybersecurity market for a scalable, comprehensive, integrated platform. It was created to acquire, partner with, and resource a cornerstone technology company capable of integrating with other best-in-breed security technologies.
Source: Bright Machines
