Enovix Corporation agreed to acquire Rodgers Silicon Valley Acquisition Corp. (NasdaqCM:RSVA) from a group of shareholders in a reverse merger transaction for $1.7 billion on February 20, 2021. Enovix Corporation entered into a definitive agreement to acquire Rodgers Silicon Valley Acquisition Corp. in a reverse merger transaction on February 22, 2021. Under the terms of transaction, Rodgers will issue 105 million shares to Enovix. The transaction reflects an estimated pro forma enterprise value for the combined company of approximately $1.128 billion. Upon the closing of the business combination, and assuming no redemptions of shares of Rodgers by its public stockholders, Enovix will receive approximately $385 million in net cash, after expenses. The proceeds will be funded through a combination of approximately $230 million cash in trust by Rodgers and a $175 million concurrent PIPE of common stock issued at $14 per share, anchored by leading institutional investors. Upon closing of the transaction, the resulting issuer will be named Enovix Corporation and is expected to remain listed on the Nasdaq Stock Market under the new ticker symbol, "ENVX".

Enovix co-founder and Chief Executive Officer Harrold Rust and existing management team to lead the combined company while gaining new board members Manny Hernandez and Dan McCranie from the Rodgers team. Immediately following the closing, Rodgers board of directors will consist of no more than nine directors, of which Rodgers 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 Rodgers shall resign and the individuals serving as executive officers of Rodgers immediately after the closing will be the same individuals in the same offices as those of Enovix immediately prior to the closing. As of March 8, 2021, the following persons are expected to serve as executive officers and directors following the Business Combination: Harrold Rust, President and Chief Executive Officer and Director, Ashok Lahiri, Chief Technology Officer, Cameron Dales, Chief Commercial Officer, Edward J. Hejlek, General Counsel, Thurman J. “T.J.” Rodgers, Chairman of the Board, Betsy Atkins, Director, Emmanuel T. Hernandez, Director?, John D. McCranie, Director, Michael J. Petrick, Director and Gregory Reichow as Director.

The transaction is subject to, among other things, the approval of the stockholders of both Enovix and Rodgers, and other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission, the receipt of certain regulatory approvals, approval by The Nasdaq Stock Market LLC to list the securities of the combined company, antitrust approvals, minimum balance sheet requirements, lock-up agreement, conversion of preferred stock, execution of employment agreement, third party approvals, resignation of Rodgers directors, obtaining financing and Rodgers having minimum cash of $175 million. The boards of directors of both Enovix and Rodgers have unanimously approved the proposed transaction. The RSVA board unanimously recommends that stockholders vote “FOR” the business combination proposal. The transaction is expected to close in the second quarter of 2021. As of June 29, 2021, the transaction is expected to close in July of 2021. As of July 8, 2021 the transaction is expected to close on or about July 13, 2021. The proceeds from this transaction will enable Enovix to build out its first two production facilities to support demand from blue chip customers in fast-growing mobile computing markets (wearables, mobile communications, PCs and AR/VR), totaling 1.78 GWh of capacity, while continuing to develop cells for EVs.

Oppenheimer & Co. Inc. acted as financial advisor and Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to Rodgers. Miguel J. Vega of Cooley LLP acted as legal advisor to Enovix. Oppenheimer & Co. Inc. and Williams Trading, LLC are serving as placement agents on the PIPE offering. Winston & Strawn LLP is serving as legal advisor to the placement agents. ThinkEquity, a division of Fordham Financial Management, Inc. served as financial advisor and provided fairness opinion to Rodgers Silicon Valley Acquisition Corp. in connection with the transaction. MacKenzie Partners, Inc. served as proxy solicitor for Rodgers Silicon Valley Acquisition Corp and will receive fee of $20,000. Continental Stock Transfer & Trust Company served as transfer agent to Rodgers Silicon Valley Acquisition Corp. RSVAC paid ThinkEquity a non-contingent, fixed fee of $225,000 as compensation for the delivery of the fairness opinion. Valuation Research Corporation acted as fairness opinion provider and will be entitled to receive fee of $225,000. Oppenheimer & Co. Inc. received a fees of $15.46 million.