MOUNTAIN VIEW, Calif., May possibly 25, 2023 /PRNewswire/ — Applied Intuition, Inc., a tooling and computer software provider for autonomous automobile improvement, and Embark Technologies, Inc. (NASDAQ: EMBK), an autonomous trucking computer software enterprise, right now announced that the providers have entered into a definitive merger agreement. Below the agreement, Applied will obtain Embark in an all-money transaction with an equity worth of roughly $71 million.
Founded in 2016, Embark has constructed a robust autonomous computer software stack that utilizes machine finding out methodologies for perception even though relying on a security-redundant compute method. Embark also created a custom-constructed hardware platform optimized for autonomy and has performed comprehensive genuine-globe testing and method deployment, with more than 1.five million miles of autonomous operations carried out on highways.
Applied aims to integrate Embark’s internal tools, information, and computer software assets to additional strengthen its offerings for consumers in the trucking and automotive industries. Embark plans to retire its fleet of test cars as portion of the transaction. Essential Embark personnel are anticipated to stay to help Applied and expand the company’s suite of item offerings.
“We are excited to obtain Embark,” stated Qasar Younis, Co-Founder and CEO of Applied Intuition. “This acquisition should really allow us to advance our goods and resolve a lot more particular, complicated challenges for our consumers. We respect the operate Embark has achieved in the autonomous automobile business and appear forward to leveraging their knowledge to improved serve our worldwide consumer base.”
“Right now marks an fascinating, new chapter for Embark,” stated Alex Rodrigues, Co-Founder and CEO of Embark. “I would like to thank all previous and present personnel for their contributions more than the previous seven years. I appreciate every thing they have accomplished for the enterprise, and I can not wait to see exactly where Applied requires the technologies we have constructed.”
Below the terms of the agreement, which has been authorized unanimously by the boards of directors of each providers, Embark shareholders will obtain $two.88 per share in money. The agreement comes right after Embark’s March three, 2023 announcement that it was engaging in a approach to discover, evaluation, and evaluate a variety of prospective strategic options.
The transaction is anticipated to close in Q3 2023 and is topic to approval by Embark shareholders and other customary closing situations. Upon completion of the transaction, Embark shares and warrants will cease trading on NASDAQ, and Embark will come to be a privately held enterprise.
Advisors
Goodwin Procter LLP is serving as legal counsel to Applied Intuition. Evercore is serving as monetary advisor and Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel to Embark and its Transaction Committee. Houlihan Lokey supplied extra monetary advisory solutions to Embark’s Transaction Committee.
About Applied Intuition
Applied Intuition’s mission is to accelerate the world’s adoption of secure and intelligent machines. The company’s computer software options make it more rapidly, safer, and less complicated to bring autonomous systems to market place. Autonomy applications across industries and 17 of the prime 20 worldwide automotive OEMs rely on Applied’s options to create, test, and deploy autonomous systems at scale. Understand a lot more at https://applied.co.
About Embark
Embark Technologies, Inc. (NASDAQ: EMBK) is an autonomous automobile enterprise constructing the computer software powering autonomous trucks, focused on enhancing security, efficiency, and sustainability. Headquartered in San Francisco, CA considering the fact that its founding in 2016, Embark has partnered with some of the biggest shippers and carriers in the United States.
Extra Information and facts and Exactly where to Obtain It
Embark Technologies, Inc. (“Embark”), its directors and particular executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of Embark by Applied Intuition, Inc. (the “Transaction”). Embark plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction. Extra information and facts concerning such participants, which includes their direct or indirect interests, by safety holdings or otherwise, will be integrated in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information and facts relating to the foregoing can also be located in Embark’s Annual Report on Type ten-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), which was filed with the SEC on March 28, 2023. To the extent that holdings of Embark’s securities have changed considering the fact that the amounts set forth in the 2022 Annual Report, such modifications have been or will be reflected on Statements of Alter in Ownership on Type four filed with the SEC.
Promptly right after filing the definitive Transaction Proxy Statement with the SEC, Embark will mail the definitive Transaction Proxy Statement and a proxy card to every single stockholder entitled to vote at the particular meeting to look at the Transaction. STOCKHOLDERS ARE URGED TO Study THE TRANSACTION PROXY STATEMENT (Such as ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT EMBARK WILL FILE WITH THE SEC WHEN THEY Turn out to be Offered Due to the fact THEY WILL Include Critical Information and facts. Stockholders may perhaps receive, absolutely free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Embark with the SEC in connection with the Transaction at the SEC’s web site (https://www.sec.gov). Copies of Embark’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Embark with the SEC in connection with the Transaction will also be obtainable, absolutely free of charge, at Embark’s investor relations web site (https://investors.embarktrucks.com).
Forward-Searching Statements
This communication includes forward-hunting statements that involve dangers and uncertainties, which includes statements concerning the Transaction, which includes the anticipated timing of the closing of the Transaction considerations taken into account by Embark’s Board of Directors in approving the Transaction expectations for Embark following the closing of the Transaction and expectations for Embark if the Transaction does not close. Such forward-hunting statements are topic to inherent dangers and uncertainties, which includes these linked with: (i) the possibility that the situations to the closing of the Transaction are not happy, which includes the danger that necessary approvals from Embark’s stockholders for the Transaction are not obtained on a timely basis or at all (ii) the occurrence of any occasion, alter or other situations that could give rise to the ideal to terminate the Transaction, which includes in situations requiring Embark to spend a termination charge (iii) uncertainties as to the timing of the consummation of the Transaction and the potential of every single celebration to consummate the Transaction (iv) the nature, price and outcome of any legal proceeding that may perhaps be instituted against the parties and other folks relating to the Transaction (v) the impact of the announcement or pendency of the Transaction on Embark’s assets, liabilities or monetary situation (vi) the quantity of the expenses, costs, costs and charges connected to the merger agreement or the Transaction (vii) the danger that Embark’s stock price tag may perhaps fluctuate through the pendency of the Transaction and may perhaps decline drastically if the Transaction is not completed and (viii) other dangers and uncertainties detailed in the periodic reports that Embark files with the SEC, which includes the 2022 Annual Report and the Quarterly Report on Type ten-Q filed with the SEC on May possibly 15, 2022, every single of which may perhaps be obtained on the investor relations section of Embark’s web site (https://investors.embarktrucks.com). If any of these dangers or uncertainties materialize, or if any of Embark’s assumptions prove incorrect, Embark’s actual outcomes could differ materially from the outcomes expressed or implied by these forward-hunting statements. All forward-hunting statements in this communication are primarily based on information and facts obtainable to Embark as of the date of this communication, and Embark does not assume any obligation to update the forward-hunting statements supplied to reflect events that take place or situations that exist right after the date on which they have been created, except as necessary by law.
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