Item 8.01 Other Events.
Update Regarding Litigation Related to the Merger
As previously disclosed, on March 1, 2021, Vector Acquisition Corporation, a
Cayman Islands exempted company, ("Vector" or the "Company"), entered into an
Agreement and Plan of Merger (as amended through the date hereof and as may be
further amended or supplemented, the "Merger Agreement") with Rocket Lab USA,
Inc. ("Rocket Lab"), and Prestige USA Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Rocket Lab, providing for Vector's business
combination with Rocket Lab (the "Business Combination").
On June 25, 2021, Vector filed a Registration Statement on Form S-4 (No.
333-257440) with the Securities and Exchange Commission (the "SEC") (as amended,
the "Registration Statement"), which included a preliminary Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") for the solicitation of
proxies in connection with the annual general meeting of Vector, to be held on
August 20, 2021, to vote upon, among other things, matters necessary to complete
the Business Combination, and on July 21, 2021, Vector mailed the definitive
Proxy Statement/Prospectus to its stockholders. The SEC declared the
Registration Statement effective on July 21, 2021.
Following the initial filing of the Proxy Statement/Prospectus with the SEC,
Vector is aware of two complaints having been filed by purported shareholders of
the Company, first on July 1, 2021 in the Superior Court of the State of
California, San Francisco County, in a case captioned Head v. Vector Acquisition
Corp., et al. (No. CGX-21-592640), and second on July 7, 2021 in the Supreme
Court of the State of New York County, New York, in a case captioned Hill v.
Vector Acquisition Corp., et al. (No. 654237/2021) (the "Complaints"). Vector
also received demand letters from four other purported Company stockholders (the
"Demand Letters"). The Complaints and Demand Letters allege principally that the
Proxy Statement/Prospectus were materially false and misleading in certain
respects.
Vector and Rocket Lab believe that the disclosures set forth in the Proxy
Statement/Prospectus comply fully with applicable law and that the allegations
contained in the Complaints and Demand Letters are entirely without merit.
However, in order to moot the purported Vector shareholders' unmeritorious
disclosure claims and alleviate the costs, risks and uncertainties inherent in
litigation, Vector and Rocket Lab have determined to voluntarily supplement the
Proxy Statement/Prospectus with certain supplemental disclosures as described in
the following section entitled "Supplemental Disclosures to Proxy
Statement/Prospectus" in this Current Report on Form 8-K (the "Current Report").
Nothing in this Current Report shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set
forth herein. To the contrary, Vector and Rocket Lab (as applicable)
specifically deny all allegations by the purported Vector shareholders in the
Complaints and Demand Letters that any additional disclosure was or is required.
The supplemental disclosures contained herein will not affect the timing of
Vector's annual general meeting of its shareholders, which is scheduled to be
held in both physical format and virtually on August 20, 2021 at 8:00 AM Pacific
Time. You will be able to virtually attend, vote your shares and submit
questions during the annual general meeting via a live audio webcast by
pre-registering at https://www.cstproxy.com/vectoracquisition/2021/proxy.
Vector's board of directors continues to recommend that Vector shareholders vote
"FOR" each proposal being submitted to a vote of the Vector shareholders at the
annual general meeting.
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Supplemental Disclosures to Proxy Statement/Prospectus
The following information should be read in conjunction with the Proxy
Statement/Prospectus. All page references in the information below are to pages
in the Proxy Statement/Prospectus, and capitalized terms used in this Current
Report shall have the meanings set forth in the Proxy Statement/Prospectus,
unless otherwise defined herein. Without admitting in any way that the
disclosures below are material or otherwise required by law, Vector makes the
following amended and supplemental disclosures solely for the purposes of
mooting the Complaints and Demand Letters referenced herein.
The Proxy Statement/Prospectus is hereby amended as follows:
The disclosure in the section entitled "The Business Combination - Background to
the Business Combination" on page 105 of the Proxy Statement/Prospectus is
hereby supplemented by adding the following sentence immediately after the third
sentence in the fourth full paragraph on such page:
The non-disclosure agreements contained customary terms for a business
combination between a special purpose acquisition company and a private company
target, including confidentiality provisions and use restrictions for
information provided by the target and exceptions to such provisions. Vector
also entered into letters of intent with nine potential business combination
targets. The terms included in such letters of intent were not comparable to
those of the Business Combination as the targets were not in comparable
industries or of similar maturity. Consequently, the probability of achieving
the projected revenue and other financial metrics and the multiples applied to
such projections varied.
The disclosure in the section entitled "The Business Combination - Background to
the Business Combination" on page 108 of the Proxy Statement/Prospectus is
hereby supplemented by adding the following sentence immediately after the
second sentence in the first full paragraph on such page and deleting the last
sentence of such first full paragraph:
Vector entered into separate placement agent agreements with Deutsche Bank
Securities Inc. ("Deutsche Bank") and Morgan Stanley & Co. LLC ("Morgan
Stanley") in connection with the proposed PIPE financing, entitling each of
Deutsche Bank and Morgan Stanley to customary fees in connection with the PIPE
Financing consistent with market practice, contingent upon consummation of the
Business Combination and payable at Closing. In addition, Vector agreed to
reimburse both Deutsche Bank and Morgan Stanley for certain expenses and to
indemnify each against certain liabilities arising out of its engagement.
Deutsche Bank had previously served as an underwriter in Vector's IPO and is
entitled to deferred underwriting compensation as set forth in the registration
statement for Vector's IPO. Neither Deutsche Bank nor Morgan Stanley performed
any analyses in connection with the Vector Board's review of the Business
Combination.
The disclosure in the section entitled "The Business Combination - Background of
the Business Combination" on page 108 of the Proxy Statement/Prospectus is
hereby supplemented by adding the following after the first sentence on such
page:
Given their track record of managing an end-to-end space company and mission
success, Vector and Rocket Lab had agreed during their preliminary discussions
that Rocket Lab's management team would continue as the management team of the
post-combination company. Given the Sponsor's continued ownership in the pro
forma company and Vector Capital's willingness to participate in the PIPE
Financing, Vector and Rocket Lab discussed and agreed that Mr. Slusky, CEO of
Vector, would join the board of the post-combination company. There were no
other discussions of or agreements regarding the employment of any other Vector
officers, directors or employees by Rocket Lab following the Closing.
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The disclosure in the section entitled "The Vector Board's Reasons for the
Business Combination" on page 109 is hereby supplemented by adding the following
after the seventh full sentence on the page:
The Vector Board noted that the Vector PIPE Investor was paying an identical
price per share as the other unaffiliated PIPE Investors and that Vector
Capital's participation in the PIPE Financing would align its interests with
other Vector shareholders who become stockholders of New Rocket Lab.
The disclosure in "Certain Rocket Lab Projected Financial Information" on page
114 of the Proxy Statement/Prospectus is hereby supplemented by adding the
following sentence immediately before the table:
The selected elements do not include projected net income given the absence of
sufficient data to accurately estimate the variables and adjustments impacting
net income.
Additional Information and Where to Find It
Vector filed the Proxy Statement/Prospectus and a form of proxy card with the
SEC in connection with the solicitation of proxies for the annual general
meeting of Vector's shareholders. Investors and security holders may obtain a
free copy of the Proxy Statement/Prospectus, any amendments or supplements to
the Proxy Statement/Prospectus and other documents filed by the Company with the
SEC from the SEC's website at www.sec.gov. Security holders and other interested
parties will also be able to obtain, without charge, a copy of the Proxy
Statement/Prospectus, any amendments or supplements to the Proxy
Statement/Prospectus and other documents (when available) by directing a request
by mail or telephone to Investor Relations, Vector Acquisition Corporation, One
Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94195 or +1 (415)
293-5000. Copies of the documents filed by the Company with the SEC will be
available free of charge on the Company's website at
https://www.vectorcapital.com/spac1.
Participants in the Solicitation
Vector and Rocket Lab, and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings or
otherwise, are set forth in the Proxy Statement/Prospectus. Information
regarding the directors and executive officers of Vector is contained in
Vector's Annual Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC on March 30, 2021, as amended by Amendment No. 1 on May 3, 2021,
and certain of its Current Reports filed on Form 8-K. These documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities of Vector or Rocket Lab or a solicitation of any
vote or approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Forward-Looking Statements
This Current Report may contain certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended, including statements regarding Vector's,
Rocket Lab's or their respective management teams' expectations, hopes, beliefs,
intentions or strategies regarding the future. The words "anticipate",
"believe", "continue", "could", "estimate", "expect", "intends", "may", "might",
"plan", "possible", "potential", "predict", "project", "should", "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. These
forward-looking statements are based on Vector's and Rocket Lab's current
expectations and beliefs concerning future developments and their potential
effects on Vector, Rocket Lab or any successor entity of the transaction. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report, 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 Vector's securities, (ii) the
failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by Vector's shareholders,
(iii) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (iv) the effect of the
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announcement or pendency of the transaction on Rocket Lab's business
relationships, operating results and business generally, (v) risks that the
transaction disrupts current plans and operations of Rocket Lab, (vi) changes in
the competitive and highly regulated industries in which Rocket Lab operates,
variations in operating performance across competitors and changes in laws and
regulations affecting Rocket Lab's business, (vii) the ability to implement
business plans, forecasts and other expectations after the completion of the
transaction, and identify and realize additional opportunities and (viii) the
risk of downturns in the commercial launch services, satellite and spacecraft
industry. There can be no assurance that the future developments affecting
Vector, Rocket Lab or any successor entity of the transaction will be those that
we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Vector's or Rocket Lab's control) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements.
Except as required by law, Vector and Rocket Lab are not undertaking any
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
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