Sandbridge Acquisition Corporation Stockholders Approve Business Combination with Owlet
July 14 2021 - 05:58PM
Business Wire
Sandbridge Acquisition Corporation (NYSE: SBG) (“Sandbridge”)
announced that its stockholders have approved all proposals related
to the previously announced business combination (the “Business
Combination”) with Owlet Baby Care Inc. (“Owlet”) at a special
meeting of stockholders held on July 14, 2021. Approximately 92% of
the votes cast at the meeting on the Business Combination proposal,
representing approximately 79% of Sandbridge’s outstanding shares,
voted to approve the Business Combination.
The closing of the Business Combination is anticipated to occur
on or about July 15, 2021. Following the closing, the combined
company will operate as Owlet, Inc. and its shares of Class A
common stock and warrants are expected to trade on the New York
Stock Exchange beginning July 16, 2021 under the symbols “OWLT” and
“OWLT WS,” respectively.
Sandbridge has received elections to redeem approximately 19.8
million of its outstanding shares, which will leave approximately
$32.4 million in its trust account. Combined with the $130.0
million in expected gross proceeds from a concurrent private
placement, there will be approximately $135.7 million of cash
available to the combined company from the transaction, after
deducting transaction fees and expenses. As a result of the
redemptions, Owlet has waived the requirement that the total cash
proceeds available from the trust account, after redemptions and
deducting deferred underwriting fees and Sandbridge’s transaction
expenses, equal or exceed $140 million.
About Sandbridge Acquisition
Corporation
Sandbridge Acquisition Corporation (NYSE: SBG) is a special
purpose acquisition company with a team that includes experienced
industry operators and investors who have partnered with leading
high-growth consumer companies, including Thom Browne, Rossignol,
The RealReal, Farfetch and Hydrow.
For more information, please visit
www.sandbridgeacquisition.com.
About Owlet Baby Care
Owlet Baby Care Inc. was founded by a team of parents in 2012.
Owlet’s mission is to empower parents with the right information at
the right time, to give them more peace of mind and help them find
more joy in the journey of parenting. Owlet’s digital parenting
platform aims to give parents real-time data and insights to help
parents feel more calm and confident. Owlet believes that every
parent deserves peace of mind and the opportunity to feel their
well-rested best. Owlet also believes that every child deserves to
live a long, happy, and healthy life, and is working to develop
products to help facilitate that belief.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
Sandbridge’s or Owlet’s future financial or operating performance.
In some cases, you can identify forward-looking statements by
terminology such as “may”, “should”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or
“continue”, or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Sandbridge and its
management, and Owlet and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of any
definitive agreements with respect to the proposed business
combination; the outcome of any legal proceedings that may be
instituted against Sandbridge, Owlet, the combined company or
others following the announcement of the proposed business
combination and any definitive agreements with respect thereto; the
inability to complete the proposed business combination due to the
failure to satisfy conditions to closing; changes to the proposed
structure or terms of the proposed business combination that may be
required or appropriate as a result of applicable laws or
regulations or in response to market reaction to the announcement
of the transaction; the ability to meet stock exchange listing
standards at or following the consummation of the proposed business
combination; the risk that the proposed business combination
disrupts current plans and operations of Owlet as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; the ability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, competition, the regulatory pathway for Owlet
products and responses from regulators, including the U.S. Food and
Drug Administration and similar regulators outside of the United
States, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain Owlet’s management and key employees; costs
related to the proposed business combination, including costs
associated with the post-transaction company being a publicly
listed issuer; changes in applicable laws or regulations; the
possibility that Owlet or the combined company may be adversely
affected by other economic, business, regulatory and/or competitive
factors; Owlet’s estimates of expenses and profitability; the
evolution of the markets in which Owlet competes; the ability of
Owlet to implement its strategic initiatives and continue to
innovate its existing products; the ability of Owlet to defend its
intellectual property and satisfy regulatory requirements; the
impact of the COVID 19 pandemic on Owlet’s business; the limited
operating history of Owlet; and other risks and uncertainties set
forth in the section entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in the definitive proxy
statement/prospectus for the proposed business combination
transaction dated June 21, 2021 and other documents to be filed
with the SEC by Sandbridge.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Sandbridge
nor Owlet undertakes any duty to update these forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210714005918/en/
Investor Relations Sandbridge Acquisition
Corporation Rebecca Campbell Konnect Agency
rcampbell@konnectagency.com (213) 225-4415
Owlet Baby Care Mike Cavanaugh Westwicke, an ICR company
mike.cavanaugh@westwicke.com (646) 677-1838
Media Relations Sandbridge Acquisition Corporation
Rebecca Campbell Konnect Agency rcampbell@konnectagency.com (213)
225-4415
Owlet Baby Care Jane Putnam Owlet Baby Care
jputnam@owletcare.com
Cammy Duong Westwicke, an ICR company cammy.duong@westwicke.com
(203) 682-8380
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