iRobot Announces Strategic Transaction to Drive Long-Term Growth Plan
Company's secured lender and key supplier, Picea, to acquire
Positions iRobot to continue delivering trusted robotics and smart home devices to consumers worldwide
To efficiently implement this transaction, iRobot and certain of its affiliates voluntarily commenced a pre-packaged chapter 11 process in the District of
Under the terms of the RSA, Picea will receive 100% of the equity interests in the Company, which will delever the Company's balance sheet and enable iRobot to continue operating in the ordinary course, pursue its product development roadmap, and maintain its global footprint. The transaction contemplated under the RSA provides a path forward to enhance financial stability, reduce debt, and support continued innovation across iRobot's leading portfolio of robotics and smart home devices.
"Today's announcement marks a pivotal milestone in securing iRobot's long-term future," said
Continuity of Operations During Pre-Packaged Chapter 11 Process
During the chapter 11 process, iRobot will continue operating in the ordinary course with no anticipated disruption to its app functionality, customer programs, global partners, supply chain relationships, or ongoing product support. To maintain business continuity, iRobot has filed a series of customary motions with the Court that will allow the Company to operate in the ordinary course, including to meet its commitments to employees and make timely payments to vendors and other creditors in full for amounts owed before, during, and after the court-supervised process.
Emerging Stronger Under New Ownership
Following Court approval of the transaction, iRobot expects to be better positioned to execute on its long-term innovation strategy under Picea's ownership. Upon completion of the transaction, iRobot will be a private company wholly owned by Picea, and its shares of common stock will no longer be listed on
The Company expects that holders of the Company's common stock will not receive any equity of the reorganized Company, and that all issued and outstanding equity interests in the Company will be cancelled and holders of common stock will experience a total loss and not receive recovery on their investment, if the chapter 11 plan is approved by the Court.
As part of iRobot's chapter 11 cases, the Company's claims agent,
Advisors
About iRobot
iRobot is a global consumer robot company that designs and builds thoughtful robots and intelligent home innovations that make life better. iRobot introduced the first Roomba robot vacuum in 2002. Today, iRobot is a global enterprise that has sold millions of robots worldwide. iRobot's product portfolio features technologies and advanced concepts in cleaning, mapping and navigation. Working from this portfolio, iRobot engineers are building robots and smart home devices to help consumers make their homes easier to maintain and healthier places to live. For more information about iRobot, please visit www.irobot.com.
About Picea
Picea is a global manufacturer and service provider of robotic vacuum cleaners, with research and development and manufacturing facilities in
Cautionary Statement Regarding Forward-Looking Statements
This communication includes "forward-looking statements," within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about the Company's plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words "may," "will," "could," "expect," "anticipate," "believe," "estimate," "plan," "intend," "aim" and similar expressions in this communication to identify forward-looking statements. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the chapter 11 process ("Chapter 11 Process"), including the Company's ability to complete the process on the terms contemplated by the RSA, on the timeline contemplated or at all, and the Company's ability to realize the intended benefits of the financial reorganization. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Some of these risks and uncertainties include: risks and uncertainties relating to the Chapter 11 Process, including but not limited to the Company's ability to obtain Court approval with respect to motions in the Chapter 11 Process and approval of requisite stakeholders and confirmation by the Court of the chapter 11 plan, the effects of the Chapter 11 Process on the Company and its various constituents, the impact of Court rulings in the Chapter 11 Process, the ultimate outcome of the Chapter 11 Process in general, the length of time the Company will operate under the Chapter 11 Process, attendant risks associated with restrictions on the Company's ability to pursue its business strategies while the Chapter 11 Process is pending, risks associated with third-party motions in the Chapter 11 Process, the potential adverse effects of the Chapter 11 Process on the Company's liquidity, the likelihood of the cancellation of the Company's common stock in the Chapter 11 Process, uncertainty regarding the Company's ability to retain key personnel and management, whether the Company's vendors, suppliers and customers might lose confidence in the Company's ability to reorganize its capital structure successfully and may seek to establish alternative commercial relationships as a result of the Chapter 11 Process and uncertainty and continuing risks associated with the Company's ability to achieve its goals and continue as a going concern. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company's reports filed with the U.S. Securities and Exchange Commission ("
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