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Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world's largest publicly traded and privately held companies, as well as leading private equity firms, financial advisors and other financial institutions and investors on their most important mergers, acquisitions and takeover transactions.

D-Wave to Combine With DPCM Capital SPAC

Paul, Weiss is advising D-Wave Systems Inc., a leader in quantum computing systems, software and services headquartered in British Columbia, and the only provider building both annealing and gate-model quantum computers, in its combination with special purpose acquisition company DPCM Capital, Inc. The transaction values D-Wave at an equity value of approximately $1.2 billion.

The transaction is expected to enhance D-Wave’s leadership in commercial quantum computing and accelerate quantum use cases into significant customer segments, including manufacturing, logistics, pharmaceuticals, finance and government. It includes an innovative incentive structure, in which a bonus pool of 5 million shares will be allocated pro rata to non-redeeming public stockholders of DPCM Capital, effectively reducing their cost basis.

The combined company will receive $300 million in gross proceeds from DPCM Capital’s trust account, assuming no redemptions by DPCM Capital’s public stockholders, as well as $40 million in gross proceeds from a group of strategic and institutional investors participating in the transaction via a committed private investment in public equity (PIPE). The deal is expected to close in the second quarter of 2022, subject to customary closing conditions.

The Paul, Weiss team includes corporate partners Adam Givertz, Ian Hazlett and Christopher Cummings and counsel Christian Kurtz; tax partner David Mayo; executive compensation partner Lawrence Witdorchic; antitrust counsel Yuni Sobel and Marta Kelly; and international trade counsel Richard Elliott

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