RODS SILI Item 1.01. Entry Into a Material Definitive Agreement
On
The Merger Agreement was unanimously approved by all of RSVA's disinterested
directors on
Consideration
Under the Merger Agreement, RSVA has agreed to acquire all of the outstanding
shares of Enovix common stock (including any options or warrants exercisable
therefor) for
At the effective time of the Merger (the "Effective Time"), by virtue of the Merger (defined herein) and without any further action on the part of RSVA, Merger Sub or Enovix, each share of Enovix common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive a number of shares of RSVA equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Enovix (the "Exchange Ratio") without interest. Each outstanding Enovix option and warrant shall be assumed by RSVA and automatically converted into an option and warrant to purchase such number of shares of RSVA's common stock, as adjusted based on the Exchange Ratio. No certificates or scrip representing fractional shares of RSVA's common stock will be issued pursuant to the Merger. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Merger.
RSVA Post-Closing Board of Directors and Executive Officers
Immediately following the closing, RSVA's board of directors will consist of no more than nine directors, of which RSVA has the right to designate three directors and the remaining six directors will be designated by Enovix. At the closing, all of the executive officers of RSVA shall resign and the individuals serving as executive officers of RSVA immediately after the closing will be the same individuals (in the same offices) as those of Enovix immediately prior to the closing.
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Stockholder Approval
RSVA will prepare and file with the
Representations and Warranties; Covenants
RSVA, Merger Sub and Enovix have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of RSVA and Enovix prior to the closing of the Business Combination. The parties have also agreed to customary "no shop" obligations. The representations and warranties of RSVA, Merger Sub and Enovix will not survive the closing of the Merger.
Closing Conditions
The closing of the Business Combination is subject to certain customary
conditions of the respective parties, including, among other things, that: (i)
applicable stockholder approval shall have been received; (ii) there shall have
been no Material Adverse Effect (as defined in the Merger Agreement) with
respect to Enovix since the date of the Merger Agreement; (iii) the waiting
period (or any extension thereof) applicable under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 shall have expired or terminated; (iv) RSVA
shall have at least
Termination
The Merger Agreement may be terminated by RSVA or Enovix under certain
circumstances, including, among others; (i) by mutual written consent of RSVA
and Enovix; (ii) by either RSVA or Enovix if the closing of the Business
Combination has not occurred on or before
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The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Exhibit 2.1 hereto, and which is incorporated by reference herein.
Additional Agreements to be Executed at the Signing of the Merger Agreement
PIPE Subscription Agreements
RSVA entered into subscription agreements (the "Subscription Agreements") dated
as of
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure
On
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by RSVA in making presentations to certain existing stockholders of RSVA and other persons with respect to the Transaction.
Attached hereto as Exhibit 99.3 and incorporated into this Item 7.01 by reference is the transcript from a pre-recorded video presentation by RSVA and Enovix.
The information in this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act , or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the proposed Business Combination described herein, RSVA
intends to file relevant materials with the
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Participants in the Solicitation
RSVA and its directors and executive officers may be deemed participants in the
solicitation of proxies from RSVA's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in RSVA will be included in the proxy statement
for the proposed Business Combination and be available at www.sec.gov.
Additional information regarding the interests of such participants will be
contained in the proxy statement for the proposed Business Combination when
available. Information about RSVA's directors and executive officers and their
ownership of RSVA common stock is set forth in RSVA's prospectus, dated
Enovix and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of RSVA 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 proxy statement for the proposed Business Combination.
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Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by
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 Current Report regarding the proposed transactions
contemplated by the Merger Agreement, including the benefits of the Merger,
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 Merger. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on
RSVA'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 RSVA 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 RSVA 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 RSVA 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 RSVA'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 RSVA 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 RSVA's stockholders; and (18) other risks and uncertainties
indicated from time to time in the final prospectus of RSVA for its initial
public offering dated
No Offer or Solicitation
This Current Report on Form 8-K shall 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, or an exemption therefrom.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofFebruary 22, 2021 , by and amongRodgers Silicon Valley Acquisition Corp. ,RSVAC Merger Sub Inc. andEnovix Corporation 10.1 Form of Subscription Agreement, dated as ofFebruary 22, 2021 , by and amongRodgers Silicon Valley Acquisition Corp. and certain institutional and accredited investors 10.2 Form of Company Support Agreement by and amongRodgers Silicon Valley Acquisition Corp. , certain stockholders ofEnovix Corporation andEnovix Corporation 10.3 Form of Parent Support Agreement by and betweenEnovix Corporation , certain stockholders ofRodgers Silicon Valley Acquisition Corp. andRodgers Silicon Valley Acquisition Corp. 10.4 Form of Amended and Restated Registration Rights Agreement 10.5 Form of Lock-Up Agreement 10.6 Form of Stockholder Lock-Up Agreement 10.7 Form of Additional Lock-Up Agreement 99.1** Press Release datedFebruary 22, 2021 99.2** Investor Presentation datedFebruary 22, 2021 99.3** Transcript of Recorded Investor Presentation, datedFebruary 22, 2021 * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by theU.S. Securities and Exchange Commission . ** Furnished but not filed. 10
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