SALT LAKE Metropolis–(Organization WIRE)–Sarcos Robotics (“Sarcos”), a leader in the development of next-era robotic systems that augment human beings to boost efficiency and protection, and Rotor Acquisition Corp. (NYSE: ROT.U, ROT, and ROT WS), a distinctive objective acquisition enterprise, declared that Rotor’s definitive proxy statement (the “Proxy Statement”) relating to the beforehand announced proposed business enterprise blend (the “Business Combination”) with Sarcos has been submitted with the U.S. Securities and Exchange Fee (the “SEC”) on August 6, 2021.
The submitting of the definitive proxy assertion is an essential move in Sarcos becoming a publicly-traded firm, with the target of becoming mentioned on the Nasdaq at the close of the transaction. As formerly introduced, the enterprise mix is expected to deliver up to $496 million of gross proceeds to Sarcos, which include up to $220 million from a fully committed PIPE anchored by strategic and institutional traders.
On August 9, 2021, Rotor will start mailing of the Proxy Assertion, which has a observe and voting instruction sort or a proxy card relating to the specific assembly of the Rotor stockholders in lieu of the 2021 once-a-year meeting (the “Special Meeting”) to ROT stockholders of document as of the near of enterprise on the report day of August 2, 2021.
The Special Meeting to approve the Business Mixture is scheduled to be held on September 15, 2021, at 10:00 a.m. ET. The Distinctive Meeting will be done solely just about and can be accessed through a are living audio webcast at https://www.cstproxy.com/rotoracquisition/2021. Virtual attendees will be ready to submit concerns just before and during the conference by way of the digital assembly portal by typing in the “Submit a question” box. If the proposals at the Unique Assembly are authorized, the functions foresee that the business enterprise mix will shut shortly thereafter, subject matter to the gratification or waiver, as applicable, of all other closing situations.
Upon closing, the blended company’s shares of Course A popular inventory (“Class A Stock”) and redeemable warrants (“Warrants”) are anticipated to be outlined on The Nasdaq Stock Industry LLC below the ticker symbols “STRC” and “STRCW” respectively. Any Rotor units will automatically different into the part shares of Class A Stock and Warrants on the consummation of the Enterprise Mixture.
The transaction, which has been unanimously accepted by the boards of directors of both equally Rotor and Sarcos, is envisioned to close in the third quarter of 2021, matter to regulatory and stockholder approvals and other customary closing conditions.
Just about every stockholder’s vote issues, irrespective of the quantity of shares held. Appropriately, Rotor encourages stockholders to vote by distributing their proxies as quickly as feasible and by no later than 11:59 p.m. ET on September 14, 2021, to guarantee that the stockholder’s shares will be represented at the Particular Assembly. Proxies might be submitted by Web or mail. Votes submitted by mail should be been given by 5:00 p.m. ET on September 14, 2021. More guidelines could be uncovered in the Proxy Statement and on the proxy card. Rotor’s board of administrators unanimously suggests that stockholders vote “FOR” the Organization Mixture with Sarcos and all other proposals at the Exclusive Conference. Stockholders who maintain shares in “street name” (i.e., those people stockholders whose shares are held of document by a broker, lender, or other nominee) should get in touch with their broker, financial institution, or nominee to guarantee that their shares are voted.
If any person Rotor stockholder has not received a copy of the Proxy Statement, this kind of stockholder need to (i) confirm his, her or its position with his, her or its broker or (ii) make contact with Morrow Sodali LLC, Rotor’s proxy solicitor, for support toll-no cost at (800) 662-5200 (for people today) or (203) 658-9400 (for financial institutions and brokers), or by e mail at [email protected]
Rotor will host a dwell and digital analyst working day presentation on Wednesday, August 18, 2021, from 11:00 a.m. ET to 12:00 p.m. ET. Ben Wolff, Chairman and Main Government Officer of Sarcos, will be joined by other senior management workforce users to offer an update on the company’s state-of-the-art, really dexterous mobile industrial robotic systems, progress strategies, and strategic initiatives. A backlink to the webcast of the presentation will be out there on the Sarcos trader relations web site.
About Sarcos Robotics
Sarcos Robotics is a leader in industrial robotic techniques that augment human general performance by combining human intelligence, instinct, and judgment with the energy, endurance, and precision of machines to boost staff security and productivity. Leveraging far more than 30 years of analysis and improvement, Sarcos’ cellular robotic programs, which include the Guardian® S, Guardian® GT, Guardian® XO®, and Guardian® XT™, are built to revolutionize the long run of get the job done anywhere bodily demanding do the job is finished. Sarcos is primarily based in Salt Lake City, Utah, and backed by Caterpillar Undertaking Cash Inc., Delta Air Lines, GE Ventures, Microsoft, and Schlumberger. For extra info, please stop by www.sarcos.com and the Sarcos trader relations internet site.
About Rotor Acquisition Corp.
With somewhere around 100 decades of merged working experience in investing and managing capital across marketplaces and industries, structuring transactions, and making organizations and led by Main Govt Officer Brian Finn, Chairman of the Board Stefan M. Selig, and Director John D. Howard, Rotor Acquisition Corp. is a blank test corporation shaped for the function of effecting a merger, funds inventory trade, asset acquisition, stock obtain, reorganization or comparable business enterprise blend with probable target firms with certain industry and company qualities inside of the parts of disruptive buyer and industrial systems. For extra facts, please visit www.rotoracquisition.com.
This push release consists of forward-hunting statements inside of the this means of the Personal Securities Litigation Reform Act of 1995 such as, but not minimal to, Rotor’s and Sarcos’ anticipations or predictions of potential company overall performance or situations, Sarcos’ products roadmap, which include the expected timing of commercialization or new product or service releases and the predicted capabilities of items currently in enhancement. Ahead-seeking statements are inherently subject to challenges, uncertainties, and assumptions. Normally, statements that are not historical information, including statements regarding probable or assumed potential actions, organization tactics, situations, or results of operations, are forward-seeking statements. These statements may possibly be preceded by, adopted by, or incorporate the phrases “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or related expressions. This sort of ahead-hunting statements involve challenges and uncertainties that might bring about actual functions, final results or overall performance to differ materially from people indicated by these types of statements, together with hazards relevant to Sarcos’ ability to execute on its enterprise technique, entice and keep customers, build new choices. These ahead-wanting statements are centered on Sarcos’ management’s existing expectations and beliefs, as effectively as a amount of assumptions about foreseeable future activities. However, there can be no assurance that the events, benefits, or tendencies determined in these ahead-hunting statements will happen or be attained. Ahead-searching statements speak only as of the date they are manufactured, and Sarcos is not under any obligation and expressly disclaim any obligation, to update, alter or if not revise any ahead-seeking statement, whether as a result of new facts, long term gatherings, or in any other case, apart from as required by legislation. Visitors need to diligently assessment the statements established forth in the experiences, which Rotor has submitted or will file from time to time with the SEC. In addition to variables previously disclosed in Rotor’s reviews submitted with the SEC and those people discovered in this push launch, the following variables, among the some others, could cause genuine success to differ materially from forward-on the lookout statements or historical performance: dangers and uncertainties related to the incapacity of the get-togethers to properly or well timed consummate the probable organization mixture, like the hazard that any needed regulatory approvals or stockholder approvals of Rotor are not acquired, are delayed or are subject to unanticipated circumstances that could adversely have an effect on the blended corporation or the anticipated added benefits of the proposed company combination failure to notice the anticipated benefits of the probable company blend Sarcos’ capacity to execute on its company technique, develop new solutions and companies and boost existing products and solutions and solutions skill to answer promptly to emerging know-how tendencies capacity to compete effectively and regulate expansion and prices and other threats and uncertainties set forth in the part entitled “Risk Factors” and “Cautionary Observe Regarding Forward-Seeking Statements” in Rotor’s definitive proxy assertion submitted with the SEC on August 6, 2021 and other files of Rotor submitted, or to be filed, with SEC.
No Provide or Solicitation
This push launch does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in regard of the proposed transaction. This press launch also does not constitute an present to offer or the solicitation of an supply to buy any securities or a solicitation of any vote or acceptance, nor will there be any sale of any securities in any condition or jurisdiction in which these types of supply, solicitation or sale would be unlawful prior to registration or qualification under the securities legal guidelines of this kind of other jurisdiction. No providing of securities will be made apart from by signifies of a prospectus assembly the specifications of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Rotor, Sarcos and sure of their respective directors and government officers may be considered to be participants in the solicitation of proxies from the stockholders of Rotor, in favor of the acceptance of the merger. Information regarding Rotor’s directors and government officers is contained in the segment of Rotor’s Type S-1 titled “Management,” which was submitted with the SEC on December 18, 2020. More facts about the pursuits of those participants and other persons who may possibly be deemed participants in the transaction may well be acquired by reading the proxy statement and other suitable documents submitted with the SEC when they become readily available. The files filed by Rotor with the SEC may perhaps be acquired cost-free of cost at the SEC’s site at www.sec.gov. Alternatively, these paperwork, when available, can be obtained no cost of cost from Rotor on penned request to Rotor Acquisition Corp., The Chrysler Creating, 405 Lexington Avenue, New York, New York 10174.