M&A - Symbotic Inc.

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525013845

Filing Summary: On January 27, 2025, Symbotic LLC entered into a Master Automation Agreement with Walmart Inc. related to the development, manufacture, and installation of accelerated pickup and delivery systems (APDs). Walmart committed to purchase 400 APDs, with an option for 200 additional units. Walmart will pay a total of $520 million in research and development fees, to be paid in installments over the following years. Walmart gains the right to recommend a candidate for Symbotic’s Board of Directors while maintaining a significant equity interest. The Commercial Agreement may be terminated under certain conditions, including performance failures or insolvency. Additionally, on January 28, 2025, Symbotic announced the completion of its acquisition of Walmart Advanced Systems & Robotics Inc. under a Purchase Agreement dated January 15, 2025, further integrating its operations with Walmart.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000010416925000004

Filing Summary: On January 15, 2025, Symbotic Inc. entered into a Purchase and Sale Agreement with Walmart Inc. to acquire all of the issued and outstanding equity interests in Walmart Advanced Systems & Robotics Inc. The issuer will pay $200 million in cash upon closing, with an additional potential deferred cash consideration of up to $350 million based on certain commercial milestones. The closing of this acquisition is subject to customary conditions and can be terminated if it does not occur by February 14, 2025. Furthermore, upon closing, a Master Automation Agreement will be signed to govern the development of automated systems. The Reporting Person retains rights to recommend an independent director to Symbotic's Board as long as it owns more than 5% of the issuer's equity.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525007370

Filing Summary: On January 15, 2025, Symbotic Inc. entered into a Purchase and Sale Agreement with Walmart Inc. to acquire all equity interests in Walmart Advanced Systems & Robotics Inc., a subsidiary of Walmart. The total consideration includes $200 million in cash at closing, with additional deferred cash payments of $175 million contingent upon specific conditions. The agreement includes the establishment of a Master Automation Agreement for the development of accelerated pickup and delivery systems, where Walmart commits to purchasing 400 systems, with a performance-based option for an additional 200 units. Both companies will also enter into various ancillary agreements regarding transition services and intellectual property licensing. The closing of the transaction is subject to customary conditions including regulatory approvals and the absence of legal impediments. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has lapsed. Symbotic's press release and investor presentation regarding the transaction were issued on January 16, 2025.

Document Link: View Document