Under the amended agreement, iRobot to be
acquired for $51.75 per share in cash
iRobot is entering into new $200 million
financing facility to fund its ongoing operations
Today Amazon (NASDAQ:AMZN) and iRobot (NASDAQ:IRBT) announced
that they have agreed to amend the existing terms of their merger
agreement to reflect a change to the price per share. Under the
amended terms, Amazon will pay $51.75 per share revised from $61.00
per share.
At the same time, iRobot has entered into a $200 million
financing facility to fund its ongoing operations. For Amazon, the
change in price per share is expected to be largely offset by the
planned increase in iRobot’s net debt under the new financing
facility.
“We’ve reached an amended agreement with Amazon that reflects
the incurrence of iRobot’s new debt,” said Colin Angle, chairman
and CEO of iRobot. “iRobot is taking on new financing that we
believe is sufficient to support our operations in a hyper
competitive environment and meet our liquidity needs as well as pay
off iRobot’s existing debt. This new financing is the outcome of a
thorough process and represents the best terms reasonably
obtainable on additional financing to support our operations.”
“We are pleased to support iRobot in this way so they can
continue inventing and delivering for customers while our proposed
acquisition awaits regulatory approval,” said Dave Limp, SVP of
Amazon Devices. “As we said when we announced the merger last
August, customers love iRobot products and we’re excited to work
with them to invent in ways that make customers’ lives easier and
more enjoyable.”
Completion of the transaction remains subject to customary
closing conditions, including regulatory approvals and approval of
the amended merger agreement by iRobot’s stockholders. Amazon and
iRobot are working cooperatively with the relevant regulators in
their review of the merger.
About Amazon
Amazon is guided by four principles: customer obsession rather
than competitor focus, passion for invention, commitment to
operational excellence, and long-term thinking. Amazon strives to
be Earth’s Most Customer-Centric Company, Earth’s Best Employer,
and Earth’s Safest Place to Work. Customer reviews, 1-Click
shopping, personalized recommendations, Prime, Fulfillment by
Amazon, AWS, Kindle Direct Publishing, Kindle, Career Choice, Fire
tablets, Fire TV, Amazon Echo, Alexa, Just Walk Out technology,
Amazon Studios, and The Climate Pledge are some of the things
pioneered by Amazon. For more information, visit
www.amazon.com/about follow @AmazonNews.
About iRobot
iRobot is a global consumer robot company that designs and
builds thoughtful robots and intelligent home innovations that make
life better. iRobot introduced the first Roomba robot vacuum in
2002. Today, iRobot is a global enterprise that has sold millions
of robots worldwide. iRobot's product portfolio features
technologies and advanced concepts in cleaning, mapping and
navigation. Working from this portfolio, iRobot engineers are
building robots and smart home devices to help consumers make their
homes easier to maintain and healthier places to live. For more
information about iRobot, please visit www.irobot.com.
Cautionary Statement Regarding Amazon Forward-Looking
Statements
Amazon’s statements related to the proposed acquisition of
iRobot contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding expected benefits of the acquisition. Actual results
could differ materially from those projected or forecast in the
forward-looking statements. Factors that could cause actual results
to differ materially include the following: the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be
obtained on the terms expected, on the anticipated schedule, or at
all; closing of the transaction may not occur or may be delayed,
either as a result of litigation related to the transaction or
otherwise; Amazon may be unable to achieve the anticipated benefits
of the transaction; revenues following the transaction may be lower
than expected; operating costs, customer loss, and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, partners, and commercial
counterparties) may be greater than expected; Amazon may assume
unexpected risks and liabilities; completing the transaction may
distract Amazon’s management from other important matters; and the
other factors discussed in “Risk Factors” in Amazon’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022 and in
Amazon’s other filings with the SEC, which are available at
http://www.sec.gov. Amazon assumes no obligation to update the
information in this press release, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Cautionary Statements Regarding iRobot Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements are based on
iRobot’s current expectations, estimates and projections about the
expected date of closing of the proposed transaction and the
potential benefits thereof, its business and industry, management’s
beliefs and certain assumptions made by iRobot and Amazon, all of
which are subject to change. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,”
“seek,” “see,” “will,” “may,” “would,” “might,” “potentially,”
“estimate,” “continue,” “expect,” “target,” similar expressions or
the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond iRobot’s
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required
to consummate the transaction in a timely manner or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the ability of the parties to consummate the proposed
transaction in a timely manner or at all; (ii) the satisfaction (or
waiver) of closing conditions to the consummation of the proposed
transaction, including with respect to the approval of iRobot’s
stockholders; (iii) potential delays in consummating the proposed
transaction; (iv) the ability of iRobot to timely and successfully
achieve the anticipated benefits of the proposed transaction; (v)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement; (vi) the impact of the COVID-19 pandemic and the current
conflict between the Russian Federation and Ukraine on iRobot’s
business and general economic conditions; (vii) iRobot’s ability to
implement its business strategy; (viii) significant transaction
costs associated with the proposed transaction; (ix) potential
litigation relating to the proposed transaction; (x) the risk that
disruptions from the proposed transaction will harm iRobot’s
business, including current plans and operations; (xi) the ability
of iRobot to retain and hire key personnel; (xii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (xiii)
legislative, regulatory and economic developments affecting
iRobot’s business; (xiv) general economic and market developments
and conditions; (xv) the evolving legal, regulatory and tax regimes
under which iRobot operates; (xvi) potential business uncertainty,
including changes to existing business relationships, during the
pendency of the merger that could affect iRobot’s financial
performance; (xvii) restrictions during the pendency of the
proposed transaction that may impact iRobot’s ability to pursue
certain business opportunities or strategic transactions; (xviii)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities; (xix) current supply chain challenges including
current constraints in the availability of certain semiconductor
components used in iRobot’s products; (xx) the financial strength
of iRobot’s customers and retailers; (xxi) the impact of tariffs on
goods imported into the United States; and (xxii) competition, as
well as iRobot’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed
transaction, will be fully discussed in the Proxy Statement to be
filed with the SEC in connection with the proposed transaction.
Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the
forward-looking statements are included under the caption “Risk
Factors” in iRobot’s most recent annual and quarterly reports filed
with the SEC and any subsequent reports on Form 10-K, Form 10-Q or
Form 8-K filed from time to time and available at www.sec.gov.
While the list of factors presented here is, and the list of
factors presented in the Proxy Statement will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability and similar risks, any of which could have a material
adverse effect on iRobot’s financial condition, results of
operations, or liquidity. The forward-looking statements included
herein are made only as of the date hereof. iRobot does not assume
any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
Important Information and Where to Find It
In connection with the proposed transaction between iRobot and
Amazon, iRobot will file with the SEC a Proxy Statement, the
definitive version of which will be sent or provided to iRobot
stockholders. iRobot may also file other documents with the SEC
regarding the proposed transaction. This document is not a
substitute for the Proxy Statement or any other document which
iRobot may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS
INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the Proxy Statement
(when it is available) and other documents that are filed or will
be filed with the SEC by iRobot through the website maintained by
the SEC at www.sec.gov, iRobot’s investor relations website at
investor.irobot.com or by contacting iRobot’s investor relations
department at the following:
Karian Wong investorrelations@irobot.com (781) 430-3003
Participants in the Solicitation
iRobot and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
iRobot’s stockholders in respect of the proposed transaction and
any other matters to be voted on at the special meeting.
Information regarding iRobot’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in iRobot’s proxy statement for
its 2023 annual meeting of stockholders, which was filed with the
SEC on April 11, 2023, and will be included in the Proxy Statement
(when available). iRobot stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of iRobot directors
and executive officers in the transaction, which may be different
than those of iRobot stockholders generally, by reading the Proxy
Statement and any other relevant documents that are filed or will
be filed with the SEC relating to the transaction. You may obtain
free copies of these documents using the sources indicated
above.
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