Amazon.com, Inc. (NasdaqGS:AMZN) entered into a definitive merger agreement to acquire iRobot Corporation (NasdaqGS:IRBT) from a group of shareholders for $1.5 billion on August 4, 2022. Under the term of the transaction, Amazon will acquire iRobot for $61 per share in an all-cash transaction valued at approximately $1.7 billion, including iRobot?s net debt. As per filling on July 25, 2023, Amazon and iRobot announced that they have agreed to amend the existing terms of their merger agreement to reflect a change to the price per share. Under the amended terms, Amazon will pay $51.75 per share revised from $61 per share on July 24, 2023. The transaction is expected to be funded with Amazon's cash on hand. As a result of the transaction, iRobot will operate as a wholly owned subsidiary of Amazon.com. Upon consummation of the transaction, iRobot?s Common Stock will be delisted from the Nasdaq Stock Market LLC. iRobot is also entitled to receive a termination fee of $94 million from Amazon if either party terminates the Merger Agreement due to certain circumstances. iRobot would be required to pay Amazon a termination fee of $56 million due to certain other circumstances. On completion, Colin Angle will remain as Chief Executive Officer of iRobot. Under the deal, the iRobot team will be joining Amazon.

The completion of the transaction is subject to customary closing conditions, including regulatory approvals, approval by majority of iRobot?s shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or of any voluntary agreement with the Department of Justice Antitrust Division or the Federal Trade Commission (FTC) not to consummate the Merger shall have expired or been terminated, and regulatory approvals. iRobot?s Board of Directors, acting upon the recommendation of a ?transaction committee? of the Board, has unanimously approved the transaction, and have resolved to recommend its stockholders to adopt the Merger Agreement. The Board of Directors of Amazon have also unanimously approved the transaction. On September 19, 2022, iRobot and Amazon each received a request for additional information and documentary materials (the ?Second Request?) from the FTC in connection with the FTC?s review of the Merger. The Second Request is a next step in the regulatory review process. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after iRobot and Amazon have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. As of April 6, 2023, the British antitrust regulators have started investigating the transaction. iRobot shareholders will hold a virtual special meeting on October 17, 2022, to approve the transaction. As of October 17, 2022, the transaction was approved by the shareholders of iRobot at a special meeting of stockholders. EU antitrust regulators set a deadline of July 6, 2023, to make a decision on merger. As of June 16, 2023, The Competition and Markets Authority (CMA) has approved the merger. As of July 26, 2023. At the same time, iRobot has entered into a $200 million financing facility to fund its ongoing operations. As of October 12, 2023, the shareholders of iRobot voted to approve and adopt the amended merger agreement. As of November 27, 2023, European Commission sent statement of objections to Amazon.com relating to the proposed acquisition of iRobot. The transaction was notified to the European Commission on June 1, 2023. The European Commission opened an in-depth investigation on July 6, 2023 and has until February 14, 2024 to adopt a final decision.

Qatalyst Partners, L.P. acted as the financial advisor to iRobot Corporation. Goldman Sachs & Co. LLC acted as the financial advisor to Amazon. Krishna Veeraraghavan and Kyle T. Seifried of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the legal advisor to Amazon. Stuart M. Cable, Mark T. Bettencourt, Joshua M. Zachariah, Gregg Katz, Stephanie Barbanell, Cassidy Merten, Paul Rosie, Andrew Lacy, Sarah Jordan, Simone Waterbury, Elliot Silver, Alexandra Denniston, Steve Charkoudian, Kenneth Radcliffe, Stephen Kerr, Jacqueline Klosek, Boris Segalis, Lore Leitner, Jud Welle, Jennifer Fay, Tim Holahan, Rich Matheny, Deborah Birnbach, Janet Andolina, Kyle Pine, Mark Smith and Nathan Brodeur of Goodwin Procter LLP acted as the legal advisor to iRobot. Qatalyst Partners, L.P. acted as fairness opinion provider to the board of iRobot. Innisfree M&A Inc. acted as the proxy solicitation agent and information agent for iRobot. Goodwin Procter LLP and Qatalyst Partners, L.P. also acted as due diligence provider to iRobot. Skadden represented Amazon.com, Inc. with the antitrust aspects in the deal. iRobot will pay Innisfree a fee of up to $0.06 million, plus costs and expenses, for its services.

Amazon.com, Inc. (NasdaqGS:AMZN) cancelled the acquisition of iRobot Corporation (NasdaqGS:IRBT) from a group of shareholders on January 28, 2024.