Today's News |
D-Wave Systems and DPCM Capital Announce Unique 'Bonus Pool Structure' for Their Upcoming Business Combination
Friday, July 29, 2022Company Profile | Follow Company
D-Wave Systems and DPCM Capital Highlight Unique Bonus Pool Structure, Offering Novel Economics of Up to a 31% Discount for Stockholders
Burnaby, BC, July 29, 2022--(T-Net)--D-Wave Systems Inc., a leader in quantum computing systems, software, and services, and DPCM Capital, Inc. (NYSE: XPOA), have annonced an innovative bonus pool structure for DPCM Capital stockholders in advance of the redemption deadline (5:00 p.m. EDT on July 29, 2022).
In order to incentivize ongoing retention and long-term investment, the proposed business combination between D-Wave and DPCM Capital includes a unique structure.
A bonus pool of up to five million (5,000,000) shares of the common stock of D-Wave Quantum Inc., the newly formed company that will be the parent company of D-Wave and DPCM Capital, will be allocated to non-redeeming public stockholders of DPCM Capital on a pro rata basis.
This effectively reduces their cost basis per share by as much as 31% - from the US$10.00 initial investment to US$6.88 - based upon, and subject to, certain redemption scenarios.
A similar bonus pool of up to 1.8 million shares has been established for Private Investment in Public Equity ("PIPE") investors to ensure the same effective cost basis for PIPE investors as for public stockholders of DPCM Capital.
Alan Baratz, Chief Executive Officer, D-Wave Systems Inc.
"We are living in an unprecedented time and facing an unpredictable market. Because of this volatility, and because of our heritage of complex problem solving (we commercialized the first quantum computer when no one thought it was possible), we thought we'd take a slightly different and more direct approach," said Alan Baratz, CEO, D-Wave. "This bonus pool enables D-Wave to provide DPCM Capital's stockholders with an innovative economic incentive that is designed to minimize redemptions and further facilitate long-term value creation."
A chart depicting the share bonus structure for non-redeeming public stockholders of DPCM Capital across various redemption scenarios is set forth below, based on an illustrative purchase price of US$10.00 per share:
(1) Reflects the maximum exchange ratio of 1.4541326, which would apply should redemptions exceed approximately 63.3%. Refer to the Registration Statement (as defined below) for additional information.
DPCM Capital says it will hold a special meeting of stockholders at 10:00 a.m. EDT on August 2, 2022, to approve, among other things, the Business Combination. DPCM Capital stockholders of record at the close of business on June 10, 2022 will be entitled to receive notice of, and to vote at, the Special Meeting.
About D-Wave Systems Inc.
D-Wave is a leader in the development and delivery of quantum computing systems, software and services, and is the world's first commercial supplier of quantum computers—and the only company building both annealing quantum computers and gate-model quantum computers. Our mission is to unlock the power of quantum computing today to benefit business and society. We do this by delivering customer value with practical quantum applications for problems as diverse as logistics, artificial intelligence, materials sciences, drug discovery, scheduling, cybersecurity, fault detection, and financial modeling. D-Wave's systems are being used by some of the world's most advanced organizations, including NEC Corporation, Volkswagen, DENSO, Lockheed Martin, Forschungszentrum Jülich, University of Southern California, and Los Alamos National Laboratory. With headquarters and the Quantum Engineering Center of Excellence based near Vancouver, Canada, D-Wave's U.S. operations are based in Palo Alto, Calif. D-Wave has a blue-chip investor base that includes PSP Investments, Goldman Sachs, BDC Capital, NEC Corp., Aegis Group Partners, and In-Q-Tel.
About DPCM Capital, Inc.:
DPCM Capital, Inc. is a special purpose acquisition company led by Chairman and CEO Emil Michael, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business in combination with one or more businesses. UBS Securities LLC acted as sole book-running manager for DPCM Capital's initial public offering. Its common stock, units, and warrants began trading on the NYSE on Oct. 23, 2020, under the ticker symbols XPOA, XPOA.U and XPOA WS, respectively. Affiliated with the SPAC at the board, management and advisory level, is a team made up of entrepreneurs and operators, including Eric Schmidt, former CEO of Google; Betsy Atkins, a world-class governance expert and enterprise entrepreneur; and Denmark West, one of the early members of the team at Microsoft's Xbox.
Important Information About the Business Combination between D-Wave and DPCM Capital and Where to Find It:
A full description of the terms of the Business Combination between D-Wave and DPCM Capital is provided in the Registration Statement, to be issued in connection with the Business Combination and the Proxy Statement with respect to the stockholder meeting of DPCM Capital to vote on the Business Combination. D-Wave Quantum Inc. and DPCM Capital urge investors, stockholders, and other interested persons to read the Proxy Statement, as well as other documents filed with the SEC, because these documents contain important information about D-Wave Quantum Inc., DPCM Capital, D-Wave, and the Business Combination. DPCM Capital commenced mailing the Proxy Statement to its stockholders on or about July 13, 2022 in connection with the Business Combination. Stockholders also may obtain a copy of the Registration Statement, as amended—including the Proxy Statement and other documents filed with the SEC without charge—by directing a request to: D-Wave Quantum Inc., 3033 Beta Avenue, Burnaby, BC V5G 4M9 Canada, or via email at shareholdercomm@dwavesys.com and DPCM Capital, 382 NE 191 Street, #24148, Miami, Florida 33179, or via email at mward@hstrategies.com. The Proxy Statement included in the Registration Statement, can also be obtained, without charge, at the SEC's website (www.sec.gov).
The registration statement on Form S-4 filed by D-Wave Quantum Inc. containing a prospectus related to the Business Combination (the "Registration Statement") and the definitive proxy statement/prospectus prepared and mailed by DPCM Capital can be found on D-Wave Quantum Inc. and DPCM Capital's respective pages on the U.S. Securities and Exchange Commission's (the "SEC") EDGAR website at www.sec.gov.
DPCM Capital recommends all stockholders vote "FOR" ALL PROPOSALS in advance of the Special Meeting by telephone, via the Internet or by signing, dating and returning the proxy card upon receipt by following the instructions on the proxy card.
If you have questions about voting or need assistance voting, please contact DPCM Capital's proxy solicitor Morrow Sodali LLC, by calling (800) 662-5200 or (203) 658-9400 or by emailing XPOA.info@investor.morrowsodali.com.
Forward-Looking Statements This press release contains forward-looking statements that are based on beliefs and assumptions, and on information currently available. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. [ MORE ] |
Company Snapshot |
||
Burnaby (Other Tech Sectors)
|
Other Recent Company News |
|||||||||||||||||||
|