MILPITAS, Calif. and
NEW YORK, Nov. 30, 2020 /PRNewswire/ -- View, Inc.
("View"), a Silicon Valley-based smart window company, and CF
Finance Acquisition Corp. II (Nasdaq: CFII) ("CF II"), a special
purpose acquisition company sponsored by Cantor Fitzgerald, today
announced they have entered into a definitive merger agreement. The
combined company will be called View, Inc. and will be publicly
listed on the NASDAQ market following the close of the
transaction.
View is the market leader in next-generation smart windows that
use artificial intelligence and machine learning which will tint
the glass to optimize natural light while controlling heat and
glare to enhance mental and physical well-being for occupants,
creating smart connected buildings which reduce energy consumption
and greenhouse gas (GHG) emissions.
View serves diverse real estate segments including corporate
office, airports, multifamily, education, and healthcare. Strong
secular tailwinds of climate change, human health and smart
buildings are driving demand for View's smart windows.
Environmental, social and governance initiatives and growing
government regulations require buildings to retrofit and become
energy efficient and net-zero-energy dwellings.
Following the closing of the transaction, View Chairman and CEO,
Dr. Rao Mulpuri, and CFO, Vidul
Prakash, will continue to lead View, supported by a deep and
talented management team with substantial experience scaling
high-growth businesses.
Dr. Mulpuri stated, "Climate change and human health are two of
the most important challenges and opportunities of our time, and
View is well-positioned to use technology to drive change across
the real estate industry. View has created groundbreaking products,
covered by over 1,000 patents and built state of the art
manufacturing operations in the United States. As we become a
public company and continue on our growth strategy, we are very
excited to partner with Howard
Lutnick and the team at Newmark, which will enable us to
leverage their deep commercial real estate expertise."
Howard Lutnick, Chairman and CEO
of Cantor Fitzgerald, CF Finance Acquisition Corp. II, and Chairman
of Newmark Group, stated, "View's smart windows are a gamechanger
that will revolutionize the real estate experience. Buildings
will no longer need blinds and shades, which will enhance the
experience of building occupants, substantially reduce energy
usage, and improve space utilization. We are excited to be working
with Rao and the team at View to not only help deliver the capital
needed to further build out View's capacity, but also leverage our
real estate platforms to create awareness, scale and drive change
across the real estate industry."
Transaction Details
The Board of Directors of each of
View and CF Finance Acquisition Corp. II have unanimously approved
the transaction. The transaction will require the approval of the
stockholders of CF Finance Acquisition Corp. II and View, and is
subject to other customary closing conditions, including the
receipt of certain regulatory approvals. The transaction is
expected to close in the first quarter of 2021.
Assuming no redemptions by CF II stockholders, the transaction
is expected to deliver up to $800
million of gross proceeds including the contribution of up
to $500 million of cash held in
CFII's trust account from its initial public offering. The
transaction is further supported by a $300
million private investment in public equity ("PIPE") at
$10.00 per share.
All cash remaining in CF II at the closing after paying off
transaction expenses and CF II liabilities is expected to be used
to retire debt and to add cash to View's balance sheet for working
capital, growth capex and other general corporate purposes.
Advisors
Goldman Sachs & Co. LLC is acting as
exclusive financial advisor to View. Skadden, Arps, Slate, Meagher
& Flom LLP is acting as legal advisor to View.
Cantor Fitzgerald & Co. is acting as financial and capital
markets advisor to CF II. Hughes Hubbard & Reed LLP and
Ellenoff Grossman & Schole LLP are acting as legal advisors to
CF II.
Cantor Fitzgerald & Co. and Goldman Sachs & Co. LLC
served as placement agents for the PIPE financing.
Investor video and management presentation will be made
available at https://view.com/investor-relations. The management
presentation and a transcript of the investor video will be filed
with the U.S. Securities and Exchange Commission (the "SEC") as an
exhibit to a Current Report on Form 8-K, and available on the SEC
website at www.sec.gov.
About View
View is a technology company creating smart
and connected buildings to improve people's health and wellness,
while simultaneously reducing energy consumption. View is also the
market leader in smart windows that let in natural light and views
and enhance mental and physical well-being by reducing headaches,
eyestrain and drowsiness. Every View installation includes a 'smart
building platform' that consists of power, network and
communication infrastructure. For more information, please visit:
view.com
About CF Finance Acquisition Corp.
II
CF Finance Acquisition
Corp. II is a newly organized blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. CF II's efforts to
identify a prospective target business are not limited to a
particular industry or geographic region, but CF II intends to
focus on industries where its management team and founders have
experience, including the financial services, healthcare, real
estate services, technology and software industries. CF Finance
Acquisition Corp. II is led by Chairman and Chief Executive Officer
Howard W. Lutnick.
About Cantor Fitzgerald
CF II is sponsored by Cantor
Fitzgerald. Cantor Fitzgerald, with over 12,000 employees, is
a leading global financial services group at the forefront of
financial and technological innovation and has been a proven and
resilient leader for over 70 years. Cantor Fitzgerald & Co. is
a preeminent investment bank serving more than 5,000 institutional
clients around the world, recognized for its strengths in fixed
income and equity capital markets, investment banking, prime
brokerage, and commercial real estate and for its global
distribution platform. Cantor Fitzgerald & Co. is one of the 24
primary dealers authorized to transact business with the Federal
Reserve Bank of New York. For more
information, please visit: www.cantor.com.
Important Information and Where to Find It
This press
release relates to a proposed transaction between CF II and View.
This press release does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
transaction described herein, CF II intends to file relevant
materials with the SEC, including a registration statement on Form
S-4, which will include a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all CF II stockholders. CF II
also will file other documents regarding the proposed transaction
with the SEC. Before making any voting or investment decision,
investors and security holders of CF II are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by CF II through
the website maintained by the SEC at www.sec.gov or by
directing a request to CF II to 110 East 59th Street, New York, NY 10022 or via email at
CFFinanceII@cantor.com or at (212) 938-5000.
Participants in the Solicitation
CF II and View and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from CF II's
stockholders in connection with the proposed transaction.
Information about CF II's directors and executive officers and
their ownership of CF II's securities is set forth in CF II's
filings with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of CF II or View,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward-Looking Statements
Certain statements included
in this press release that are not historical facts are
forward-looking statements within the meaning of the federal
securities laws, including safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are sometimes accompanied by words such
as "believe," "continue," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity,"
"predict," "plan," "may," "should," "will," "would," "potential,"
"seem," "seek," "outlook" and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. These statements are based on
various assumptions, whether or not identified in this press
release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of CF II and View. Many
factors could cause actual future events to differ from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of CF II's securities, (ii) the risk that the transaction may not
be completed by CF II's business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by CF II, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval by the stockholders of CF II, the
satisfaction of the minimum trust account amount following any
redemptions by CF II's public stockholders and the receipt of
certain governmental and regulatory approvals, (iv) the inability
to complete the PIPE Investments, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, (vi) the effect of the
announcement or pendency of the transaction on View's business
relationships, operating results, and business generally, (vii)
risks that the transaction disrupt current plans and operations of
View and potential difficulties in View employee retention as a
result of the transaction, (viii) the outcome of any legal
proceedings that may be instituted against View or against CF II
related to the merger agreement or the transaction, (ix) the
ability to maintain the listing of CF II stock on the Nasdaq Stock
Market, (x) volatility in the price of CF II's securities, (xi)
changes in competitive and regulated industries in which View
operates, variations in operating performance across competitors,
changes in laws and regulations affecting View's business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the transaction, and identify and realize
additional opportunities,(xiii) the potential inability of View to
increase its manufacturing capacity or to achieve efficiencies
regarding its manufacturing process or other costs, (xiv) the
enforceability of View's intellectual property, including its
patents and the potential infringement on the intellectual property
rights of others, (xv) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which
View operates, and (xvi) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions. These
risks and uncertainties may be amplified
by the COVID-19 pandemic, which has caused
significant economic uncertainty. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk
Factors" section of CF II's Quarterly Reports on Form 10-Q, the
registration statement that includes a proxy statement/prospectus
on Form S-4 and other documents filed by CF II from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and View and CF II assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither View nor CF II gives any assurance that
either View or CF II will achieve its expectations.
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SOURCE View, Inc.; CF Finance Acquisition Corp. II