SoftBank Group Corp. (TSE:9984) delivered a non-binding Indication of Interest to acquire 71.9% stake in Berkshire Grey, Inc. (NasdaqGS:BGRY) from a group of shareholders for approximately $230 million on February 7, 2023. SoftBank Group Corp. entered into a definitive agreement to acquire 71.9% stake in Berkshire Grey, Inc. from a group of shareholders for approximately $270 million on March 24, 2023. SoftBank proposed to acquire shares of Berkshire Grey at a per-share price of $1.3, to be paid in cash. Under the terms of the definitive agreement, SoftBank will acquire all the outstanding capital stock of Berkshire Grey not currently owned by SoftBank for $1.4 per share in an all-cash transaction. Each share of the Class C Common Stock, restricted share, and each vested and unvested restricted stock unit award will receive the merger consideration of $1.4 per share in cash. Each option of the company will have the right to receive an amount of cash equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option. The transaction consideration will be paid by SoftBank with available cash on balance sheet. Berkshire Grey will pay a termination fee of $13.658 million to SoftBank in case of termination and Company termination fee equal to 3.5% of the aggregate equity value of the transaction.

The terms and signing of the potential transaction is subject to certain conditions, including completion of a due diligence review, negotiation and agreement of transaction structure and transaction documents, approval of the Potential Transaction by SoftBank?s Investment Committee and board of directors, receipt of all governmental or regulatory approvals from applicable regulatory authorities, including in respect of the expiration of the waiting period under the HSR Act and the receipt of mutually acceptable approval from the committee in Foreign Investment in the US, and material third party consents. The transaction subject to the satisfaction of customary closing conditions, including the approval of Berkshire Grey?s stockholders, resignation of each officer and director of the Company. The agreement has been unanimously approved by Berkshire Grey?s Board of Directors and by the Board of Directors of SoftBank. As of July 18, 2023, shareholders of Berkshire Grey, Inc. have approved the trasnaction. The transaction is expected to close in the third quarter of 2023.

Kenneth Siegel, Scott Lesmes, Lauren C. Bellerjeau and David P. Slotkin, Christopher C. McKinnon, Eric T. McCrath, Andrew P. Campbell, Michael Dockery, Aya Eguchi, Joshua N. Lerner, Anthony J. Carbone, Dave B. Sturgeon, Jeff Jaeckel, Bradley S. Lui, Charles L. Capito, Julie O'Neill, Marie-Claire Strawbridge, Felix Helmstädter and Michael Schulman of Morrison & Foerster LLP acted as legal advisors to SoftBank. Credit Suisse Securities (USA) LLC acted as financial advisor to Berkshire and provided fairness opinion to Directors of Berkshire. Mark S. Opper, John T. Haggerty and R. Kirkie Maswoswe, Christopher L. Versfelt, Andy Barton, James P.C. Barri, Kevin V. Lam, Paul S. Jin, Edward Holzwanger, Richard L. Matheny III, Robert G. Kester, Benjamin Gossels, Caroline H. Bullerjahn, Jacqueline Klosek and Folake Ayoola of Goodwin Procter LLP acted as legal advisors to Berkshire. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Credit Suisse Securities (USA) LLC in the transaction. Laurel Hill Advisory Group, LLC acted as information agent to Berkshire and received a fee amount of $7,500 for service rendered. Continental Stock Transfer & Trust Company acted as transfer agent to Berkshire. Raine Securities LLC acted as financial advisor to Softbank. Company has agreed to pay Credit Suisse a fee for its services, based on the transaction value of the Merger at closing, in an amount currently estimated to be approximately $6.5 million, of which $1.5 million became payable to Credit Suisse upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the Merger.

SoftBank Group Corp. (TSE:9984) completed the acquisition of 71.9% stake in Berkshire Grey, Inc. (NasdaqGS:BGRY) from a group of shareholders on July 20, 2023.