Special meeting of the Rotor Acquisition Corp.
(“Rotor”) stockholders in lieu of the 2021 annual meeting to
approve the proposed business combination with Sarcos Robotics
(“Sarcos”) will be held on September 15, 2021, at 10:00 a.m.
ET.
Stockholders, as of the close of business on
the record date of August 2, 2021, are encouraged to vote their
shares.
Committed PIPE investment meets the minimum
cash condition for close, and an affirmative vote will enable the
combination to proceed.
Rotor’s board of directors recommends
stockholders vote “FOR” all of the proposals at the Special
Meeting.
For more information, Rotor’s stockholders are
encouraged to carefully read the entire definitive proxy statement
filed in connection with the proposed business combination.
Sarcos Robotics (“Sarcos”), a leader in the development of
next-generation robotic systems that augment humans to enhance
productivity and safety, and Rotor Acquisition Corp. (NYSE: ROT.U,
ROT, and ROT WS), a special purpose acquisition company, announced
that Rotor’s definitive proxy statement (the “Proxy Statement”)
relating to the previously announced proposed business combination
(the “Business Combination”) with Sarcos has been filed with the
U.S. Securities and Exchange Commission (the “SEC”) on August 6,
2021.
The filing of the definitive proxy statement is an important
step in Sarcos becoming a publicly-traded company, with the goal of
being listed on the Nasdaq at the close of the transaction. As
previously announced, the business combination is expected to
deliver up to $496 million of gross proceeds to Sarcos, including
up to $220 million from a fully committed PIPE anchored by
strategic and institutional investors.
On August 9, 2021, Rotor will commence mailing of the Proxy
Statement, which contains a notice and voting instruction form or a
proxy card relating to the special meeting of the Rotor
stockholders in lieu of the 2021 annual meeting (the “Special
Meeting”) to ROT stockholders of record as of the close of business
on the record date of August 2, 2021.
The Special Meeting to approve the Business Combination is
scheduled to be held on September 15, 2021, at 10:00 a.m. ET. The
Special Meeting will be conducted entirely virtually and can be
accessed via a live audio webcast at
https://www.cstproxy.com/rotoracquisition/2021. Virtual attendees
will be able to submit questions before and during the meeting
through the virtual meeting portal by typing in the “Submit a
question” box. If the proposals at the Special Meeting are
approved, the parties anticipate that the business combination will
close shortly thereafter, subject to the satisfaction or waiver, as
applicable, of all other closing conditions.
Upon closing, the combined company’s shares of Class A common
stock (“Class A Stock”) and redeemable warrants (“Warrants”) are
expected to be listed on The Nasdaq Stock Market LLC under the
ticker symbols “STRC” and “STRCW” respectively. Any Rotor units
will automatically separate into the component shares of Class A
Stock and Warrants upon the consummation of the Business
Combination.
The transaction, which has been unanimously approved by the
boards of directors of both Rotor and Sarcos, is expected to close
in the third quarter of 2021, subject to regulatory and stockholder
approvals and other customary closing conditions.
Every stockholder’s vote matters, regardless of the number of
shares held. Accordingly, Rotor encourages stockholders to vote by
submitting their proxies as soon as possible and by no later than
11:59 p.m. ET on September 14, 2021, to ensure that the
stockholder’s shares will be represented at the Special Meeting.
Proxies may be submitted by Internet or mail. Votes submitted by
mail must be received by 5:00 p.m. ET on September 14, 2021.
Additional instructions may be found in the Proxy Statement and on
the proxy card. Rotor’s board of directors unanimously recommends
that stockholders vote “FOR” the Business Combination with Sarcos
and all other proposals at the Special Meeting. Stockholders who
hold shares in “street name” (i.e., those stockholders whose shares
are held of record by a broker, bank, or other nominee) should
contact their broker, bank, or nominee to ensure that their shares
are voted.
If any individual Rotor stockholder has not received a copy of
the Proxy Statement, such stockholder should (i) confirm his, her
or its status with his, her or its broker or (ii) contact Morrow
Sodali LLC, Rotor’s proxy solicitor, for assistance toll-free at
(800) 662-5200 (for individuals) or (203) 658-9400 (for banks and
brokers), or by email at ROT.info@investor.morrowsodali.com.
Rotor will host a live and virtual analyst day presentation on
Wednesday, August 18, 2021, from 11:00 a.m. ET to 12:00 p.m. ET.
Ben Wolff, Chairman and Chief Executive Officer of Sarcos, will be
joined by other senior management team members to provide an update
on the company’s advanced, highly dexterous mobile industrial
robotic systems, growth strategies, and strategic initiatives. A
link to the webcast of the presentation will be available on the
Sarcos investor relations website.
About Sarcos Robotics
Sarcos Robotics is a leader in industrial robotic systems that
augment human performance by combining human intelligence,
instinct, and judgment with the strength, endurance, and precision
of machines to enhance employee safety and productivity. Leveraging
more than 30 years of research and development, Sarcos’ mobile
robotic systems, including the Guardian® S, Guardian® GT, Guardian®
XO®, and Guardian® XT™, are designed to revolutionize the future of
work wherever physically demanding work is done. Sarcos is based in
Salt Lake City, Utah, and backed by Caterpillar Venture Capital
Inc., Delta Air Lines, GE Ventures, Microsoft, and Schlumberger.
For more information, please visit www.sarcos.com and the Sarcos
investor relations website.
About Rotor Acquisition Corp.
With approximately 100 years of combined experience in investing
and managing capital across markets and industries, structuring
transactions, and building businesses and led by Chief Executive
Officer Brian Finn, Chairman of the Board Stefan M. Selig, and
Director John D. Howard, Rotor Acquisition Corp. is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with potential target companies with
certain industry and business characteristics within the areas of
disruptive consumer and industrial technologies. For more
information, please visit www.rotoracquisition.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Rotor’s and Sarcos’ expectations or
predictions of future business performance or conditions, Sarcos’
product roadmap, including the expected timing of commercialization
or new product releases and the expected capabilities of products
currently in development. Forward-looking statements are inherently
subject to risks, uncertainties, and assumptions. Generally,
statements that are not historical facts, including statements
concerning 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,” “intends” or “continue” 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, including risks related to
Sarcos’ ability to execute on its business strategy, attract and
retain users, develop new offerings. These forward-looking
statements are based on Sarcos’ management’s current expectations
and beliefs, as well as a number of assumptions concerning future
events. 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 Sarcos is not 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 Rotor has filed or will file from time to time
with the SEC. In addition to factors previously disclosed in
Rotor’s reports filed with the SEC and those identified in this
press release, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: risks and uncertainties related to the
inability of the parties to successfully or timely consummate the
potential business combination, including the risk that any
required regulatory approvals or stockholder approvals of Rotor are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination; failure to
realize the anticipated benefits of the potential business
combination; Sarcos’ ability to execute on its business strategy,
develop new products and services and enhance existing products and
services; ability to respond rapidly to emerging technology trends;
ability to compete effectively and manage growth and costs; and
other risks and uncertainties set forth in the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Rotor’s definitive proxy statement filed with the
SEC on August 6, 2021 and other documents of Rotor filed, or to be
filed, with SEC.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
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 will 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. No offering of
securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Rotor, Sarcos and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Rotor, in favor of
the approval of the merger. Information regarding Rotor’s directors
and executive officers is contained in the section of Rotor’s Form
S-1 titled “Management,” which was filed with the SEC on December
18, 2020. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy statement and
other relevant documents filed with the SEC when they become
available. The documents filed by Rotor with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge from Rotor upon written request to Rotor Acquisition
Corp., The Chrysler Building, 405 Lexington Avenue, New York, New
York 10174.
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version on businesswire.com: https://www.businesswire.com/news/home/20210809005178/en/
Sarcos Robotics Ben Mimmack Director of Investor
Relations (801) 419-0438 pr@sarcos.com ir@sarcos.com
MZ Group Chris Tyson Executive Vice President MZ Group –
MZ North America (949) 491-8235 STRC@mzgroup.us
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