WOODSIDE, Calif. and
FREMONT, Calif., June 24, 2021 /PRNewswire/ -- Rodgers Silicon
Valley Acquisition Corp. (Nasdaq: RSVA, RSVAU, RSVAW) ("Rodgers" or
"RSVAC") and Enovix Corporation ("Enovix") announced today that the
U.S. Securities and Exchange Commission (the "SEC") has declared
effective RSVAC's Registration Statement on Form S-4 (as amended,
the "Registration Statement"), filed in connection with the
previously announced proposed business combination with Enovix.
A special meeting of stockholders of RSVAC (the "Special
Meeting") to approve, among other things, the proposed business
combination between RSVAC and Enovix is scheduled to be held on
Monday, July 12, 2021, at
10:00 a.m., Eastern time. The Special
Meeting will be completely virtual and conducted via live webcast.
Holders of shares of RSVAC's common stock at the close of business
on June 11, 2021 (the "Record Date")
are entitled to vote at the virtual Special Meeting. Approval of
the proposed business combination will result in Enovix, the leader
in advanced silicon-anode lithium-ion battery development and
production, becoming listed on the Nasdaq Stock Market under the
new ticker symbol "ENVX."
RSVAC also announced today that it has filed with the SEC a
definitive proxy statement/prospectus (the "Proxy Statement")
relating to the Special Meeting and expects to begin mailing it to
stockholders who owned shares of RSVAC as of the Record Date on or
about June 25, 2021. The Proxy
Statement is available on the SEC Filings section of RSVAC's
website www.rodgerscap.com, as well as www.sec.gov. RSVAC
stockholders are encouraged to read the Proxy Statement as it
contains important information about the proposed business
combination, including, among other things, the reasons for the
unanimous recommendation by the disinterested members of RSVAC's
board of directors that stockholders vote "FOR" the business
combination and the other stockholder proposals set forth in the
Proxy Statement as well as the background of the process that led
to the proposed business combination with Enovix. The proposed
business combination is expected to close on or about July 13, 2021, subject to receipt of RSVAC
stockholder approval and satisfaction of other customary closing
conditions.
Following completion of the proposed business combination,
Enovix will retain its experienced management team. Harrold J. Rust will continue to serve as CEO,
Ashok Lahiri will continue to serve
as CTO, Cameron Dales will continue
to serve as chief commercial officer (CCO) and Steffen Pietzke will continue to serve as CFO.
Thurman J. "TJ" Rodgers, Emmanuel T.
Hernandez and John D.
McCranie will join Harrold J.
Rust, Betsy Atkins,
Michael J. Petrick and Gregory Reichow on Enovix's board of
directors.
Stockholders who own shares of RSVAC as of the Record Date
should submit their vote promptly and no later than 11:59 p.m. Eastern Time on July 11, 2021. RSVAC stockholders who need
assistance in completing the proxy card, need additional copies, or
have questions regarding the Special Meeting may contact RSVAC's
proxy solicitor, MacKenzie Partners, Inc., by telephone at +1
800-322-2885 or by email at proxy@mackenziepartners.com.
The Special Meeting will be conducted via live webcast at
the following address https://www.cstproxy.com/rodgerscap/sm2021.
Stockholders will be able to attend the meeting by using the
12-digit meeting control number that is printed on their proxy
card.
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.
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 an advanced silicon-anode lithium-ion
battery production facility in the U.S. for volume production. 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.
Participants in Solicitation
Rodgers, Enovix and their respective directors, officers and
employees and other persons may be deemed participants in the
solicitation of proxies of Rodgers' stockholders in connection with
the proposed business combination. Security holders may obtain more
detailed information regarding the names, affiliations, and
interests of certain of Rodgers' executive officers and directors
in the solicitation by reading the Registration Statement and other
relevant materials filed with the SEC in connection with the
proposed business combination. 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' participants in the solicitation, which may, in some
cases, be different than those of their stockholders generally, are
set forth in the Registration Statement.
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 definitive merger agreement (the "Merger
Agreement"), 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' 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 Registration Statement, including those under
"Risk Factors" therein, and in Rodgers' 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/rodgers-silicon-valley-acquisition-corp-and-enovix-corporation-announce-effectiveness-of-registration-statement-and-july-12-2021-special-meeting-of-stockholders-to-approve-business-combination-301319811.html
SOURCE Enovix