MOUNTAIN VIEW, Calif., May well 25, 2023 /PRNewswire/ — Applied Intuition, Inc., a tooling and application provider for autonomous automobile improvement, and Embark Technologies, Inc. (NASDAQ: EMBK), an autonomous trucking application firm, nowadays announced that the organizations have entered into a definitive merger agreement. Beneath 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 application stack that makes use of machine understanding methodologies for perception when relying on a security-redundant compute technique. Embark also created a custom-constructed hardware platform optimized for autonomy and has performed in depth true-globe testing and technique deployment, with more than 1.five million miles of autonomous operations carried out on highways.

Applied aims to integrate Embark’s internal tools, information, and application assets to additional strengthen its offerings for clients in the trucking and automotive industries. Embark plans to retire its fleet of test autos as element of the transaction. Crucial Embark personnel are anticipated to stay to assistance Applied and expand the company’s suite of solution offerings. 

“We are excited to obtain Embark,” mentioned Qasar Younis, Co-Founder and CEO of Applied Intuition. “This acquisition need to allow us to advance our merchandise and resolve much more certain, complicated challenges for our clients. We respect the function Embark has achieved in the autonomous automobile market and appear forward to leveraging their knowledge to superior serve our worldwide buyer base.”

“Now marks an thrilling, new chapter for Embark,” mentioned Alex Rodrigues, Co-Founder and CEO of Embark. “I would like to thank all previous and present personnel for their contributions more than the previous seven years. I appreciate every little thing they have carried out for the firm, and I can’t wait to see exactly where Applied requires the technologies we have constructed.”

Beneath the terms of the agreement, which has been authorized unanimously by the boards of directors of each organizations, Embark shareholders will acquire $two.88 per share in money. The agreement comes soon after Embark’s March three, 2023 announcement that it was engaging in a procedure to discover, assessment, and evaluate a variety of prospective strategic options.

The transaction is anticipated to close in Q3 2023 and is topic to approval by Embark shareholders and other customary closing circumstances. Upon completion of the transaction, Embark shares and warrants will cease trading on NASDAQ, and Embark will develop into a privately held firm.

Advisors
Goodwin Procter LLP is serving as legal counsel to Applied Intuition. Evercore is serving as economic advisor and Wilson Sonsini Goodrich &amp Rosati, P.C. is serving as legal counsel to Embark and its Transaction Committee. Houlihan Lokey supplied extra economic advisory solutions to Embark’s Transaction Committee.

About Applied Intuition
Applied Intuition’s mission is to accelerate the world’s adoption of protected and intelligent machines. The company’s application options make it more rapidly, safer, and less complicated to bring autonomous systems to market place. Autonomy applications across industries and 17 of the major 20 worldwide automotive OEMs rely on Applied’s options to create, test, and deploy autonomous systems at scale. Study much more at https://applied.co.

About Embark
Embark Technologies, Inc. (NASDAQ: EMBK) is an autonomous automobile firm developing the application powering autonomous trucks, focused on enhancing security, efficiency, and sustainability. Headquartered in San Francisco, CA because its founding in 2016, Embark has partnered with some of the biggest shippers and carriers in the United States.

Added Details and Exactly where to Uncover It
Embark Technologies, Inc. (“Embark”), its directors and specific executive officers are participants in the solicitation of proxies from stockholders in connection with the pending 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 to approve the Transaction. Added details with regards to such participants, which includes their direct or indirect interests, by safety holdings 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. Details relating to the foregoing can also be located 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, 2023. To the extent that holdings of Embark’s securities have changed because the amounts set forth in the 2022 Annual Report, such adjustments have been or will be reflected on Statements of Transform in Ownership on Kind four filed with the SEC.

Promptly soon after filing the definitive Transaction Proxy Statement with the SEC, Embark will mail the definitive Transaction Proxy Statement and a proxy card to each and every stockholder entitled to vote at the specific meeting to take into account the Transaction. STOCKHOLDERS ARE URGED TO Study THE TRANSACTION PROXY STATEMENT (Which includes ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT EMBARK WILL FILE WITH THE SEC WHEN THEY Come to be Out there For the reason that THEY WILL Include Crucial Details. Stockholders could get, free of charge of charge, the preliminary and definitive 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 site (https://www.sec.gov). Copies of Embark’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Embark with the SEC in connection with the Transaction will also be out there, free of charge of charge, at Embark’s investor relations site (https://investors.embarktrucks.com).

Forward-Seeking Statements
This communication consists of forward-searching statements that involve dangers and uncertainties, which includes statements with regards to 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-searching statements are topic to inherent dangers and uncertainties, which includes these connected with: (i) the possibility that the circumstances to the closing of the Transaction are not happy, which includes the threat that necessary approvals from Embark’s stockholders for the Transaction are not obtained on a timely basis or at all (ii) the occurrence of any occasion, adjust or other situations that could give rise to the ideal to terminate the Transaction, which includes in situations requiring Embark to spend a termination charge (iii) uncertainties as to the timing of the consummation of the Transaction and the potential of each and every celebration to consummate the Transaction (iv) the nature, price and outcome of any legal proceeding that could be instituted against the parties and other individuals relating to the Transaction (v) the impact of the announcement or pendency of the Transaction on Embark’s assets, liabilities or economic situation (vi) the quantity of the expenses, costs, expenditures and charges associated to the merger agreement or the Transaction (vii) the threat that Embark’s stock value could fluctuate in the course of the pendency of the Transaction and could decline substantially if the Transaction is not completed and (viii) other dangers and uncertainties detailed in the periodic reports that Embark files with the SEC, which includes the 2022 Annual Report and the Quarterly Report on Kind ten-Q filed with the SEC on May well 15, 2022, each and every of which could be obtained on the investor relations section of Embark’s 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 outcomes could differ materially from the outcomes expressed or implied by these forward-searching statements. All forward-searching statements in this communication are primarily based on details out there to Embark as of the date of this communication, and Embark does not assume any obligation to update the forward-searching statements supplied to reflect events that happen or situations that exist soon after the date on which they had been created, except as necessary by law.

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