LOS ANGELES and DALLAS,
Nov. 1, 2021 /PRNewswire/
-- Switchback II Corporation (NYSE: SWBK; "Switchback
II") today announced that it expects all conditions to be met to
complete its previously announced business combination with Bird
Rides, Inc. ("Bird"). Following the expected close of the
transaction on November 4, 2021,
which is subject to final vote, the common stock and warrants of
the combined company are expected to commence trading on the New
York Stock Exchange under the ticker symbol, "BRDS" and "BRDS WS,"
respectively. Upon closing, the combined company will add
approximately $384 million in
incremental liquidity through a combination of Switchback II cash
in trust, the proceeds of the previously announced private
placement, and availability under Bird's credit facility with
Apollo Investment Corporation and MidCap Financial Trust, in each
case before payment of fees and expenses related to the business
combination.
The shareholder vote at the Extraordinary General Meeting of
Switchback II is scheduled to occur at 10:00
am Eastern Time, on November 2,
2021 and will take place at the offices of Vinson &
Elkins L.L.P., located at 2001 Ross Avenue, Suite 3900,
Dallas, Texas 75201, and virtually
via live webcast by visiting
https://www.cstproxy.com/switchbackii/2021.
About Bird
Bird is an electric vehicle company
dedicated to bringing affordable, environmentally friendly
transportation solutions such as e-scooters and e-bikes to
communities across the world. Founded in 2017 by transportation
pioneer Travis VanderZanden, Bird is
rapidly expanding. Today, it provides fleets of shared micro
electric vehicles to riders in over 350 cities globally and makes
its products available for purchase at www.bird.co and via leading
retailers and distribution partners. Bird partners closely with the
cities in which it operates to provide a reliable and affordable
transportation option for people who live and work there.
About Switchback II Corporation
Switchback II was
formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities. Switchback II focused its search for a target business in
the broad energy transition or sustainability arena targeting
industries that require innovative solutions to decarbonize in
order to meet critical emission reduction objectives.
Important Information About the Proposed Transaction and
Where to Find It
In connection with the proposed business
combination, Bird Global, Inc. ("Bird Global") filed a registration
statement on Form S-4 (File No: 333-256187) (as amended, the
"Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"). The Registration Statement includes a
prospectus of Bird Global and a proxy statement of Switchback II.
The Registration Statement has been declared effective by the SEC
and the definitive proxy statement/prospectus has been mailed to
Switchback II shareholders. Additionally, Switchback II and Bird
Global filed and will file other relevant materials with the SEC in
connection with the business combination. Copies may be obtained
free of charge at the SEC's web site at www.sec.gov. Security
holders of Switchback II are urged to read the proxy
statement/prospectus and the other relevant materials before making
any voting decision with respect to the proposed business
combination because they contain important information about the
business combination and the parties to the business combination.
The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the Solicitation
Switchback II and its
directors and officers may be deemed participants in the
solicitation of proxies of Switchback II's shareholders in
connection with the proposed business combination. Bird and its
officers and directors may also be deemed participants in such
solicitation. Security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Switchback II's executive officers and directors in the
solicitation by reading Switchback II's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020, and the proxy statement/prospectus and other relevant
materials filed with the SEC in connection with the business
combination. Information concerning the interests of Switchback
II's participants in the solicitation, which may, in some cases, be
different than those of their shareholders generally, is set forth
in the proxy statement/prospectus relating to the business
combination.
Forward-Looking Statements
The information in this
press release includes "forward-looking statements." All
statements, other than statements of present or historical fact
included in this press release, regarding Switchback II's proposed
business combination with Bird, Switchback II's ability to
consummate the transaction, the benefits of the transaction and the
combined company's future financial performance, as well as the
combined company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this press release, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management's current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Switchback II and Bird disclaim any duty to
update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or
circumstances after the date of this press release. Switchback II
and Bird caution you that these forward-looking statements are
subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
either Switchback II or Bird. In addition, Switchback II and Bird
caution you that the forward-looking statements contained in this
press release are subject to the following factors: (i) the
occurrence of any event, change or other circumstances that could
delay the business combination or give rise to the termination of
the agreements related thereto; (ii) the outcome of any legal
proceedings that may be instituted against Switchback II or Bird
following announcement of the transactions; (iii) the inability to
complete the business combination due to the failure to obtain
approval of the shareholders of Switchback II, or other conditions
to closing in the transaction agreement; (iv) the risk that the
proposed business combination disrupts Switchback II's or Bird's
current plans and operations as a result of the announcement of the
transactions; (v) Bird's ability to realize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition and the ability of Bird to grow and
manage growth profitably following the business combination; (vi)
costs related to the business combination; (vii) changes in
applicable laws or regulations; and (viii) the possibility that
Bird may be adversely affected by other economic, business and/or
competitive factors. Should one or more of the risks or
uncertainties described in this press release occur, or should
underlying assumptions prove incorrect, actual results and plans
could different materially from those expressed in any
forward-looking statements. Additional information concerning these
and other factors that may impact the operations and projections
discussed herein can be found in Switchback II's periodic filings
with the SEC, including Switchback II's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020 and any subsequently filed Quarterly Reports on Form
10-Q, and in the definitive proxy statement/prospectus filed by
Bird Global. Switchback II's and Bird Global's SEC filings are
available publicly on the SEC's website at www.sec.gov.
No Offer or Solicitation
This press release shall 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 shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Investor Contact
Andrew
Tom
investor@bird.co
Media Contact
Terry Preston
BirdPR@icrinc.com
View original
content:https://www.prnewswire.com/news-releases/switchback-ii-corporation-expected-to-close-business-combination-with-bird-a-category-creator-and-leader-in-electric-micromobility-on-november-4-2021-301412784.html
SOURCE Switchback II Corporation