Applied Intuition, Inc. to buy Embark Technologies, Inc. to boost its autonomous car improvement merchandise

MOUNTAIN VIEW, Calif., Might 25, 2023 /PRNewswire/ — Applied Intuition, Inc., a provider of tools and software program for autonomous car improvement, and Embark Technologies, Inc. (NASDAQ: EMBK), an autonomous transportation software program business, nowadays announced that the firms have entered into a definitive agreement to merge. Below the agreement, Applied will obtain Embark in an all-money transaction with an equity worth of roughly $71 million.

Founded in 2016, Embark has constructed a robust autonomous software program stack that makes use of machine understanding methodologies for perception even though relying on a safety-redundant computing method. Embark also created a custom hardware platform optimized for autonomy and has performed comprehensive actual-planet testing and method deployment, with more than 1.five million miles of autonomous operations performed on highways.

Applied aims to integrate Embark’s internal tools, information and software program assets to additional improve its providing for prospects in the transportation and automotive industries. Embark plans to retire its fleet of test automobiles as element of the transaction. Essential Embark staff are anticipated to stay to help Applied and expand the company’s solution providing.

“We are excited to have acquired Embark,” mentioned Kasar Younis, co-founder and CEO of Applied Intuition. “This acquisition must let us to boost our merchandise and resolve much more certain, complicated challenges for our prospects.” We respect the operate Embark has completed in the autonomous car sector and appear forward to leveraging their knowledge to superior serve our international consumer base.”

“Currently marks an fascinating, new chapter for Embark,” mentioned Alex Rodriguez, co-founder and CEO of Embark. “I would like to thank all previous and present staff for their contribution more than the previous seven years.” I appreciate anything they’ve completed for the business and I cannot wait to see exactly where Applied requires the technologies we’ve constructed.”

Below the terms of the agreement, which was unanimously authorized by the boards of directors of each firms, Embark shareholders will get $two.88 per share in money. The agreement comes right after Embark announced on March three, 2023 that it is engaged in the method of researching, reviewing and evaluating a quantity of prospective strategic options.

The transaction is anticipated to close in the third quarter of 2023 and is topic to approval by Embark stockholders and other customary closing circumstances. Upon completion of the transaction, Embark shares and warrants will cease to trade on NASDAQ and Embark will come to be a private business.

Advisors
Goodwin Procter LLP is serving as legal counsel to Applied Intuition. Evercore is serving as monetary advisor and Wilson Sonsini Goodrich & Rosati, Computer is serving as legal advisor to Embark and its transaction committee. Houlihan Lockey offered extra monetary advisory solutions to Embark’s transaction committee.

On applied intuition
Applied Intuition’s mission is to accelerate the world’s adoption of secure and intelligent machines. The company’s software program options make bringing autonomous systems to market place more rapidly, safer and much easier. Autonomy applications across industries and 17 of the world’s prime 20 automotive OEMs rely on Applied’s options to create, test and deploy autonomous systems at scale. Find out much more at https://applied.co.

About Embark
Embark Technologies, Inc. (NASDAQ: EMBK) is an autonomous car business that builds software program to energy autonomous trucks, focused on enhancing security, efficiency and sustainability. Primarily based in San Francisco, California, due to the fact its inception in 2016, Embark has partnered with some of the biggest freight forwarders and carriers in the United States.

Extra information and facts and exactly where to discover it
Embark Technologies, Inc. (“Embark”), its directors and particular executive officers are participants in the solicitation of stockholder proxies in connection with the acquisition of Embark by Applied Intuition, Inc. (the “Transaction”). Embark plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for approval of the Transaction. Extra information and facts concerning such participants, which includes their direct or indirect interests, by securities or otherwise, will be integrated in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Data relating to the foregoing may well also be discovered in Embark’s Annual Report on Kind ten-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), which was filed with the SEC on March 28 in 2023. To the extent that the ownership of Embark’s securities has changed due to the fact the amounts disclosed in the 2022 Annual Report, such alterations have been or will be reflected in the Alter in Ownership Statements on Kind four filed with the SEC.

Promptly right after filing the definitive transaction proxy statement with the SEC, Embark will mail the definitive transaction proxy statement and proxy card to every stockholder entitled to vote at the specific meeting to think about the transaction. SHAREHOLDERS ARE URGED TO Study THE PROXY TRANSACTION STATEMENT (Which includes AMENDMENTS OR SUPPLEMENTS THEREOF) AND ANY OTHER RELEVANT DOCUMENTS EMBARKA WILL FILE WITH THE SEC WHEN THEY Turn out to be Offered. Stockholders may well receive, free of charge of charge, preliminary and final versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Embark with the SEC in connection with the Transaction at the SEC’s internet site (https:// www .sec.gov). Copies of Embark’s definitive transaction proxy statement, any amendments or supplements thereto, and all other relevant documents filed by Embark with the SEC in connection with the transaction will also be obtainable, free of charge of charge, on Embark’s investor relations internet site ( https://investors.embarktrucks.com).

Forward-hunting statements
This communication consists of forward-hunting statements that involve dangers and uncertainties, which includes statements concerning the Transaction, which includes the anticipated timing of the closing of the Transaction considerations taken into account by Embark’s board of directors in approving the Transaction expectations for Embark following the closing of the Transaction and expectations for Embark if the transaction does not close. Such forward-hunting statements are topic to inherent dangers and uncertainties, which includes these connected to: (i) the possibility that circumstances to the closing of the Transaction may well not be met, which includes the danger that the essential approvals of Embark’s stockholders for the Transaction may well not be obtained in a timely manner or at all (ii) the occurrence of any occasion, adjust or other circumstance that could give rise to the correct to terminate the Transaction, which includes situations requiring Embark to spend a termination charge (iii) uncertainties concerning the timing of completion of the Transaction and the capacity of every celebration to full the Transaction (iv) the nature, price and outcome of any legal proceedings that may well be brought against the parties and other people in connection with the Transaction (v) the impact of the announcement or unforeseen transaction on the assets, liabilities or monetary situation of Embark (vi) the quantity of fees, costs, costs and charges in connection with the merger agreement or the Transaction (vii) the danger that Embark’s share value may well fluctuate for the duration of the duration of the Transaction and may well decline drastically if the Transaction is not completed and (viii) other dangers and uncertainties detailed in Embark’s periodic reports filed with the SEC, which includes the 2022 Annual Report and Quarterly Report on Kind ten-K filed with the SEC on Might 15, 2022, every of which may well obtainable on the Investor Relations section of Embark’s internet site (https://investors.embarktrucks.com). If any of these dangers or uncertainties materialize, or if any of Embark’s assumptions prove incorrect, Embark’s actual benefits could differ materially from the benefits expressed or implied by these forward-hunting statements. All forward-hunting statements in this communication are primarily based on information and facts obtainable to Embark as of the date of this communication, and Embark undertakes no obligation to update any forward-hunting statements created to reflect events occurring or situations current right after the date on which they are created, except in instances exactly where it is prescribed by law.

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