Special meeting to approve transaction
scheduled for June 3,
2022
SAN
CARLOS, Calif., May 10, 2022
/PRNewswire/ -- SVF Investment Corp. 3, a special purpose
acquisition company (the "Company" or "SVF") (NASDAQ: SVFC),
announced today that the U.S. Securities and Exchange Commission
(the "SEC"), has declared effective its Registration Statement on
Form S-4 (as amended, the "Registration Statement"), which includes
a proxy statement/prospectus in connection with its previously
announced proposed business combination (the "Business
Combination") with Symbotic LLC ("Symbotic"), through its parent
entity Warehouse Technologies LLC.
SVF also announced it has scheduled an extraordinary general
meeting (the "Special Meeting") on June 3,
2022 at 9:00 am Eastern Time
for its shareholders of record at the close of business on
April 25, 2022 (the "Record Date") to
approve the Business Combination and related proposals. SVF and
Symbotic expect to close the Business Combination promptly after
the Special Meeting, subject to SVF's shareholder approval and
other customary closing conditions. Following the consummation of
the Business Combination, the post business combination company, to
be named Symbotic Inc., will begin trading on Nasdaq under the
ticker "SYM."
Due to the COVID-19 pandemic and the various travel and other
restrictions in place, the Special Meeting will be held virtually
and SVF shareholders can attend the Special Meeting using the
virtual meeting instructions set forth on their proxy cards. If any
SVF shareholder does not receive the final proxy
statement/prospectus (the "Final Proxy Statement/Prospectus"), that
shareholder should contact their broker or contact Morrow Sodali
LLC ("Morrow Sodali"), SVF's proxy solicitor, for assistance,
toll-free at (800) 662-5200 (banks and brokers can call collect at
(203) 658-9400). SVF shareholders who have questions or need
assistance in voting their shares should call Morrow Sodali
toll-free at (800) 662-5200.
SVF shareholders can register for the Special Meeting by
visiting the following link: https://www.cstproxy.com/svfc/2022.
Only SVF shareholders with valid control numbers from their proxy
cards may submit questions. SVF shareholders will have the
opportunity to submit questions both in advance of the Special
Meeting and during the Special Meeting, in each case upon receipt
of their proxy cards and the control numbers set forth therein. All
questions should be submitted via the chat box on the virtual
meeting page on the link listed above. Questions submitted in
advance of the Special Meeting and during the Special Meeting will
be addressed during the Special Meeting as time permits and at the
sole discretion of SVF. Questions will be addressed in the order
received. SVF shareholders who need assistance submitting questions
should call Continental Stock Transfer & Trust Company, SVF's
virtual meeting provider, at (917) 262-2373.
About SVF Investment Corp. 3
SVF Investment Corp. 3 is a blank check company formed by an
affiliate of SoftBank Investment Advisers ("SBIA"). Through the
SoftBank Vision Funds, SoftBank LatAm Funds and the SB Opportunity
Fund, SBIA is investing more than $175
billion in many of the world's leading technology companies,
including those they helped take public such as 10X Genomics,
Aurora, Auto1, Autostore, Berkshire Gray, Beike, Compass, Coupang,
DiDi, Dingdong Maicai, DoorDash, Exscientia, Full Truck Alliance,
Grab, Guardant Health, IonQ, JD Logistics, OneConnect, Opendoor,
Paytm, PingAn Good Doctor,
Policybazaar, Qualtrics, Relay Therapeutics, Roivant, Seer, Slack,
Uber, View, Vir, WeWork, Zhangmen, ZhongAn Insurance and Zymergen.
SBIA's global reach, unparalleled ecosystem, and patient capital
help founders build transformative businesses.
About Symbotic
Symbotic LLC is a robotics and automation-based product movement
technology platform focused on transforming the consumer goods
supply chain. Symbotic has spent more than a decade perfecting its
warehouse automation platform to disrupt the supply chain of goods
between manufacturers and consumers. Symbotic's unique platform,
with more than 250 issued patents, is an end-to-end system that
reimagines every aspect of the warehouse and is fueled by a unique
combination of proprietary software and a fleet of fully autonomous
robots. The system enhances storage density, increases available
SKUs, reduces product damage and improves throughput and speed to
customers. Symbotic is rapidly growing with a pipeline to build its
transformative systems for Fortune 100 retailers and wholesalers in
new and existing warehouses throughout the United States and Canada. For more information about Symbotic
visit https://www.symbotic.com.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, SVF's and Symbotic's expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning our
possible or assumed future actions, business strategies, events or
results of operations, are forward-looking statements. These
statements may be preceded by, followed by or include the words
"believes," "estimates," "expects," "projects," "forecasts," "may,"
"will," "should," "seeks," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in SVF's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 23, 2022 and the Registration Statement.
These risk factors will be important to consider in determining
future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and SVF and
Symbotic believe there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they
are made, and neither SVF nor Symbotic is under any obligation, and
expressly disclaim any obligation, to update, alter or otherwise
revise any forward- looking statement, whether as a result of new
information, future events or otherwise, except as required by law.
Readers should carefully review the statements set forth in the
reports, which SVF has filed or will file from time to time with
the SEC.
In addition to factors previously disclosed in SVF's Annual
Report on Form 10-K filed with the SEC on March 23, 2022 and the Registration Statement and
those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ
materially from forward- looking statements or historical
performance: ability to meet the closing conditions to a business
combination between SVF and Symbotic (the "Business Combination")
pursuant to that certain Agreement and Plan of Merger, dated
December 12, 2021 (the "Merger
Agreement"), by and among SVF, Symbotic, Symbotic Holdings LLC and
Saturn Acquisition (DE) Corp., including approval by shareholders
of SVF and unitholders of Symbotic on the expected terms and
schedule; delay in closing the Business Combination; failure to
realize the benefits expected from the proposed transaction; the
effects of pending and future legislation; risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; business disruption following the
transaction; risks related to the impact of the COVID-19 pandemic
on the financial condition and results of operations of SVF and
Symbotic; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement or
the termination of any of certain subscription agreements entered
into by SVF with certain parties in connection with the Merger
Agreement; the amount of redemption requests made by SVF's
shareholders; the effect of the announcement or pendency of the
transaction on Symbotic's business relationships, performance, and
business generally; the ability to meet NASDAQ listing standards
following the consummation of the Business Combination; the amount
of the costs, fees, expenses and other charges related to the
transaction; the ability of SVF to issue equity securities in
connection with the transaction; and other consequences associated
with mergers, acquisitions and divestitures and legislative and
regulatory actions and reforms.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond SVF's and Symbotic's control. While all
projections are necessarily speculative, SVF and Symbotic believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that SVF and
Symbotic, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in SVF and is not intended to form the basis of an
investment decision in SVF. All subsequent written and oral
forward-looking statements concerning SVF and Symbotic, the
proposed transaction or other matters and attributable to SVF and
Symbotic or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
Business Combination involving SVF and Symbotic.
In connection with the proposed Business Combination, the
Registration Statement has been declared effective by the SEC, and
SVF filed the Final Proxy Statement/Prospectus on May 9, 2022. The Final Proxy Statement/Prospectus
will also be sent to the shareholders of SVF and unitholders of
Symbotic, as of the respective record dates for voting, seeking
required shareholder or unitholder approval. Before making any
voting or investment decision, investors and security holders of
SVF and Symbotic are urged to carefully read the entire
Registration Statement and Final Proxy Statement/Prospectus and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The
documents filed by SVF with the SEC may be obtained free of charge
at the SEC's website at www.sec.gov. In addition, the documents
filed by SVF may be obtained free of charge from SVF at
https://www.svfinvestmentcorp.com/svfc/. Alternatively, these
documents can be obtained free of charge from SVF upon written
request to SVF INVESTMENT CORP. 3, 1 Circle Star Way, San Carlos, California 94070, United States
Attn: Secretary, or by calling 650-562-8100.
PARTICIPANTS IN THE SOLICITATION
SVF, Symbotic and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of SVF, in favor of
the approval of the Business Combination. Additional information
regarding the interests of those participants, the directors and
executive officers of Symbotic and other persons who may be deemed
participants in the transaction may be obtained by reading the
Registration Statement and the Final Proxy Statement/Prospectus and
any other relevant documents filed with the SEC when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Contacts:
For Symbotic
Media
Dan Scorpio
Abernathy MacGregor
dps@abmac.com
646-899-8118
Investors
Jeff
Evanson
VP, Investor Relations
ir@symbotic.com
978-284-8616
For SVF Investment Corp. 3
Rowan Brown
svfinvestmentcorp@softbank.com
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SOURCE SVF Investment Corp. 3