FREMONT, Calif., Feb. 22, 2021 /PRNewswire/ -- Enovix Corporation
("Enovix" or the "Company"), the leader in the design and
manufacture of next generation 3D
Silicon™ Lithium-ion batteries, and Rodgers
Silicon Valley Acquisition Corp. (Nasdaq: RSVA, RSVAU, RSVAW)
("Rodgers" or "RSVAC"), a special purpose acquisition company
("SPAC"), today announced that they have entered into a definitive
agreement and plan of merger for a business combination that will
result in Enovix becoming a publicly listed company. Upon closing
of the transaction, which is expected to occur in the second
quarter of 2021, the company will be named Enovix Corporation and
is expected to remain listed on the Nasdaq Stock Market under the
new ticker symbol, "ENVX". The transaction reflects an
estimated pro forma enterprise value for the combined company of
approximately $1.128
billion.
Enovix has designed, developed, and sampled advanced Lithium-ion
batteries with energy densities five years ahead of current
industry production. The company's first products include batteries
with energy densities as high as 900 Wh/L. This breakthrough alters
a 30-year trajectory of energy density improvements (<4.4%
annually) by the Li-ion battery industry, which is modest by the
standards of Silicon Valley and Moore's Law. Unlike traditional
"jelly roll" Li-ion batteries, Enovix products are encased in
precision stainless steel and manufactured with a high-speed
precision stacking process. This proprietary 3D cell architecture
enables Enovix to use silicon as the only active lithium cycling
material in the anode.
The proceeds from this transaction will enable Enovix to build
out its first two production facilities to support demand from blue
chip customers in fast-growing mobile computing markets (wearables,
mobile communications, PCs and AR/VR), totaling 1.78 GWh of
capacity, while continuing to develop cells for EVs.
Harrold Rust, co-founder and
Chief Executive Officer of Enovix, commented, "In 2007, the
co-founders of Enovix set out to build a better battery by changing
the cell architecture. Today, we stand at the threshold of
producing the first advanced silicon-anode lithium-ion battery for
mass-market applications from our U.S. manufacturing facility.
Credit goes to the engineers and scientists of Enovix who designed
and developed our advanced battery and our high-volume production
operation. We are excited to partner with the accomplished team at
RSVAC," Rust added, "who understand that the success of any
advanced product is the ability to produce it at scale. With their
help and the capital provided by this transaction, Enovix will
produce the advanced batteries that power our mobile future."
T.J. Rodgers, Chairman and Chief Executive Officer of Rodgers
and a member of the board of directors of Enovix, added, "Enovix
has made industry-altering breakthroughs in two areas: battery
design and battery manufacturing. Every chemistry professor has a
better battery idea in his notebook. But only Enovix is building a
world-class fab for actually putting a high-energy density silicon
anode battery into the hands of the world's leading technology
companies. The company will have a big impact on products in mobile
computing, wearables, and ultimately electric vehicles. Enovix has
spent 13 years doing difficult work and refused to compromise on
engineering integrity. Its toughness led Enovix to today's
transaction, and billions of consumers stand to benefit."
"In my career, I have seen many claims of battery breakthroughs.
But Enovix stands apart in that it has actually sampled cells based
on its innovative architecture with leading customers and has a
credible plan to manufacture at scale," said Greg Reichow, a member of the board of directors
of Enovix, a Partner at Eclipse Ventures and former VP of
Production for Tesla. "Enovix has already delivered batteries with
record-setting energy densities to customers and will do so at
scale as soon as next year," Reichow added.
Joseph Malchow, founding partner
at the venture capital fund Hanover Technology, and a Rodgers board
member, commented, "The last speed limiter on how software can
enhance our lives is battery energy density. Enovix technology
alleviates those limits. When your vehicle's computer can run
another GPU core, you get home safely. When your phone can conduct
real-time depth sensing, your video calls with family are more
immersive. When your smartwatch can run a neural network locally,
your health data is more secure. I am proud of Enovix's twin
breakthroughs in battery design and manufacturing, and we are
honored to help them reach the public market."
As part of the deal, Enovix will retain its highly experienced
management team, led by co-founder and CEO Harrold Rust, while gaining new board members
Manny Hernandez and Dan McCranie from the Rodgers team.
Transaction Overview
The transaction reflects an implied pro forma enterprise value
of $1.128 billion. Upon the closing
of the business combination, and assuming no redemptions of shares
of Rodgers by its public stockholders, Enovix will receive
approximately $385 million in net
cash, after expenses. The proceeds will be funded through a
combination of approximately $230
million cash in trust by Rodgers and a $175 million concurrent PIPE of common stock
issued at $14 per share, anchored by
leading institutional investors.
The boards of directors of both Enovix and Rodgers have
unanimously approved the proposed transaction, which is expected to
be completed in the second quarter of 2021. The transaction is
subject to, among other things, the approval of the stockholders of
both Enovix and Rodgers, satisfaction or waiver of the conditions
stated in the definitive merger agreement (the "Merger Agreement")
and other customary closing conditions, including a registration
statement on Form S-4 being declared effective by the U.S.
Securities and Exchange Commission (the "SEC"), the receipt of
certain regulatory approvals, and approval by The Nasdaq Stock
Market LLC to list the securities of the combined
company.
Additional information about the proposed transaction, including
a copy of the Merger Agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Rodgers
with the SEC and available at www.sec.gov. Additional information
about the proposed business combination will be described in
Rodgers's registration statement on Form S-4 relating to the
proposed business combination, which will include a proxy
statement/prospectus, and other documents regarding the proposed
business combination, each to be filed with the SEC.
Advisors
Oppenheimer & Co. Inc. is serving as financial advisor, and
Loeb & Loeb LLP is serving as legal advisor to Rodgers Silicon
Valley Acquisition Corp. Oppenheimer & Co. Inc. and Williams
Trading, LLC are serving as placement agents on the PIPE offering.
Cooley LLP is serving as legal advisor to Enovix, and Winston &
Strawn LLP is serving as legal advisor to the placement
agents.
Investor Presentation and Video Presentation
Information
Investors may view an investor presentation and a pre-recorded
video presentation discussing the proposed business combination.
To access those presentations, please visit Enovix's website
at www.enovix.com
About Enovix
Enovix is the leader in advanced silicon-anode lithium-ion
battery development and production. The Company's proprietary 3D
cell architecture increases energy density and maintains high cycle
life. Enovix is building the first advanced silicon-anode
lithium-ion battery production facility in the U.S. The Company's
initial goal is to provide designers of category-leading mobile
devices with a high-energy battery so they can create more
innovative and effective portable products. Enovix is also
developing its 3D cell technology and production process for the
electric vehicle and energy storage markets to help enable
widespread utilization of renewable energy. For more information,
go to www.enovix.com.
About Rodgers Silicon Valley Acquisition Corp.
Rodgers Silicon Valley Acquisition Corp. is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. RSVAC's
mission is to provide fundamental public technology investors with
early access to an excellent Silicon Valley technology company with
a focus on green energy, electrification, storage, Smart Industry
(IoT), Artificial Intelligence and the new automated-manufacturing
wave. For more information, go to www.rodgerscap.com.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed business combination, Rodgers
will file a registration statement on Form S-4 containing a proxy
statement/prospectus (the "Form S-4") with the SEC. The Form S-4
will include a proxy statement to be distributed to holders of
Rodgers's common stock in connection with Rodgers's solicitation of
proxies for the vote by Rodgers's stockholders with respect to the
proposed transaction and other matters as described in the Form
S-4, as well as the prospectus relating to the offer of securities
to be issued to Enovix's stockholders in connection with the
proposed business combination. After the Form S-4 has been filed
and declared effective, Rodgers will mail a definitive proxy
statement, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the
Form S-4, any amendments thereto and any other documents filed with
the SEC carefully and in their entirety when they become available
because they will contain important information about Rodgers,
Enovix and the proposed business combination. Additionally,
Rodgers 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.
Securityholders of Rodgers are urged to read the Form S-4 and the
other relevant materials when they become available before making
any voting decision with respect to the proposed business
combination because they will 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 Solicitation
Rodgers and its directors and officers may be deemed
participants in the solicitation of proxies of Rodgers's
shareholders in connection with the proposed business
combination. Security holders may obtain more detailed
information regarding the names, affiliations, and interests of
certain of Rodgers's executive officers and directors in the
solicitation by reading Rodgers' Form S-4 and other relevant
materials filed with the SEC in connection with the business
combination when they become available. Information about Rodgers'
directors and executive officers and their ownership of Rodgers
common stock is set forth in Rodgers' prospectus, dated
December 1, 2020, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. These documents can be obtained free of charge
from the sources indicated above. Information concerning the
interests of Rodgers's participants in the solicitation, which may,
in some cases, be different than those of their stockholders
generally, will be set forth in the Form S-4 relating to the
proposed business combination when it becomes available.
Enovix and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Rodgers in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the Form S-4 for
the proposed business combination.
No Offer or Solicitation
This press release is not an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction 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 U.S. Securities Act of 1933,
as amended.
Forward-Looking Statements
Certain statements made in this press release are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as "target," "believe," "expect," "will," "shall,"
"may," "anticipate," "estimate," "would," "positioned," "future,"
"forecast," "intend," "plan," "project," "outlook" and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Examples
of forward-looking statements include, among others, statements
made in this press release regarding the proposed transactions
contemplated by the Merger Agreement, including the benefits of the
proposed business combination, integration plans, expected
synergies and revenue opportunities, anticipated future financial
and operating performance and results, including estimates for
growth, the expected management and governance of the combined
company, and the expected timing of the proposed business
combination. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on Rodger's and Enovix's managements' current beliefs,
expectations and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of our control. Actual results and
outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be
instituted against Rodgers and Enovix following the announcement of
the Merger Agreement and the transactions contemplated therein; (3)
the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of
Rodgers and Enovix, certain regulatory approvals, or satisfy other
conditions to closing in the Merger Agreement; (4) the occurrence
of any event, change, or other circumstance that could give rise to
the termination of the Merger Agreement or could otherwise cause
the transaction to fail to close; (5) the failure to meet the
minimum cash requirements of the Merger Agreement due to Rodgers
stockholder redemptions and the failure to obtain replacement
financing; (6) the inability to complete the concurrent PIPE; (7)
the failure to meet projected development and production targets;
(8) the impact of COVID-19 pandemic on Enovix's business and/or the
ability of the parties to complete the proposed business
combination; (9) the inability to obtain or maintain the listing of
Rodger's shares of common stock on Nasdaq following the proposed
business combination; (10) the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the proposed business
combination; (11) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by,
among other things, competition, the ability of Enovix to grow and
manage growth profitably, and retain its key employees; (12) costs
related to the proposed business combination; (13) changes in
applicable laws or regulations; (14) the possibility that Rodgers
or Enovix may be adversely affected by other economic, business,
and/or competitive factors; (15) risks relating to the uncertainty
of the projected financial information with respect to Enovix; (16)
risks related to the organic and inorganic growth of Enovix's
business and the timing of expected business milestones; (17) the
amount of redemption requests made by Rodgers's stockholders; and
(18) other risks and uncertainties indicated from time to time in
the final prospectus of Rodgers for its initial public
offering dated December 1, 2020 filed
with the SEC and the Form S-4 relating to the proposed
business combination, including those under "Risk Factors" therein,
and in Rodgers's other filings with the SEC. Rodgers cautions
that the foregoing list of factors is not exclusive. Rodgers and
Enovix caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Rodgers and Enovix do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based, whether as a result of new
information, future events, or otherwise, except as may be required
by applicable law. Neither Enovix nor Rodgers gives any assurance
that either Enovix or Rodgers, or the combined company, will
achieve its expectations.
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SOURCE Enovix