May 18, 2021

Willkie represented SCVX, a special purpose acquisition company, in its $1.1 billion deal to merge with Bright Machines, an industry leader in intelligent software-defined manufacturing.

On May 17, Willkie client SCVX (NYSE: SCVX), a special purpose acquisition company, and Bright Machines, an industry leader in intelligent software-defined manufacturing, announced that they have entered into a definitive merger agreement that will result in Bright Machines becoming a publicly listed company. The transaction values Bright Machines at a pro forma enterprise value of $1.1 billion and a post-transaction equity value of $1.6 billion.

Upon completion of the transaction, which is expected to occur in the second half of 2021, the combined company will operate as Bright Machines, and will be traded under the new ticker symbol “BRTM.”

The transaction is expected to provide up to $435 million in gross cash proceeds, including $230 million of cash held in trust from SCVX and a PIPE of $205 million. PIPE investors include XN, Hudson Bay Master Fund Ltd., SB Management Limited (a subsidiary of SoftBank Group Corp and manager to SB Northstar LP), Fidelity Management & Research Company LLC, and Alyeska Investment Group.

Bright Machines intends to use the funds to accelerate the company’s growth, which includes expansion into new markets and development of additional value-added software in areas such as production analytics and quality inspection. Current Bright Machines shareholders, including Eclipse Ventures, Lux Capital, and BMW i Ventures, will roll 100% of their equity into the combined company.

Bright Machines offers an innovative approach to manufacturing automation by combining proprietary software with adaptive hardware to automate repetitive tasks, enabling manufacturers to quickly deploy flexible, autonomous production lines that can scale based on market demand. Led by an experienced management team of technology and manufacturing industry veterans, Bright Machines has grown to over 500 employees, including approximately 150 software engineers.

SCVX was created to acquire, partner with, and resource a cornerstone technology company capable of integrating with other best-in-breed security technologies.

The multidisciplinary Willkie deal team was led by partners Adam Turteltaub and Danielle Scalzo and included associates Marisa Weisbaum, Andrew Marmer and Madison Wiles-Haffner.