Willkie Farr & Gallagher LLP represented SCVX in the transaction, while Latham & Watkins LLP and Wolf Theiss represented Bright Machines.
SCVX (NYSE: SCVX), a special purpose acquisition company, and Bright Machines, an industry leader in intelligent software-defined manufacturing, have entered into a definitive merger agreement that will result in Bright Machines becoming a publicly listed company. 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.
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.”
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.
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. 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.
SCVX was created to acquire, partner with, and resource a cornerstone technology company capable of integrating with other best-in-breed security technologies.
The multidisciplinary Willkie deal team advising SCVX was led by partners Adam Turteltaub (Picture) and Danielle Scalzo and included associates Marisa Weisbaum, Andrew Marmer and Madison Wiles-Haffner.
Latham & Watkins LLP represented Bright Machines in the transaction with a corporate deal team led by Bay Area partner Tad Freese and Houston partner Ryan Maierson, with associates Tessa Bernhardt, Sally Wong, Natalie Robertson, and Julian Brody, and with assistance from Bay Area partner Benjamin Potter. Advice was also provided on tax matters by Bay Area partner Grace Lee, with associate Jacob Meninga; on intellectual property and data privacy matters by Bay Area partner Michelle Gross, with associate Caroline Omotayo; and on benefits and compensation matters by Bay Area partner Ashley Wagner.
The Wolf Theiss team was led by Christian Mikosch (Vienna, Partner) and Jiayan Zhu (Vienna, Counsel), supported by János Tóth (Budapest, Partner), Marietta Molnár (Budapest, Senior Associate), Dániel Péter (Budapest, Associate), Bryan Jardine (Bucharest, Partner), Mircea Ciocirlea (Bucharest, Counsel), Andreea Stan (Bucharest, Senior Associate), Peter Daszkowski (Warsaw, Partner), Agnieszka Nowak-Blaszczak (Warsaw, Senior Associate) and Jan Macior (Warsaw, Associate).
Involved fees earner: Julian Brody – Goodwin Procter; Tessa Bernhardt – Latham & Watkins; Tad Freese – Latham & Watkins; Grace Lee – Latham & Watkins; Ryan Maierson – Latham & Watkins; Caroline Omotayo – Latham & Watkins; Michelle Gross – Latham & Watkins; Benjamin Potter – Latham & Watkins; Natalie Robertson – Latham & Watkins; Ashley Wagner – Latham & Watkins; Sally Wong – Latham & Watkins; Jacob Meninga – Weil, Gotshal & Manges; Andrew Marmer – Willkie Farr & Gallagher; Danielle Scalzo – Willkie Farr & Gallagher; Adam Turteltaub – Willkie Farr & Gallagher; Marisa Weisbaum – Willkie Farr & Gallagher; Madison Wiles-Haffner – Willkie Farr & Gallagher; Mircea Ciocîrlea – Wolf Theiss; Peter Daszkowski – Wolf Theiss; Bryan Jardine – Wolf Theiss; Jan Macior – Wolf Theiss; Christian Mikosch – Wolf Theiss; Marietta Molnar – Wolf Theiss; Agnieszka Nowak-Blaszczak – Wolf Theiss; Dániel Péter – Wolf Theiss; Andreea Stan – Wolf Theiss; Janos Toth – Wolf Theiss; Jiayan Zhu – Wolf Theiss;