CYPRESS, Calif.–(BUSINESS WIRE). Exchange offer (the “Offer”) by Nikola Corporation (“Nikola”) (NASDAQ: NKLA) to purchase all outstanding common shares of Romeo by midnight Eastern Time on September 26, 2022. On August 1, 2022, Nikola and Romeo jointly announced that they had reached a definitive agreement for this all-stock transaction.
The deadline for tendering shares is at the end of the day on September 26, 2022 at midnight Eastern time. If less than a majority of the outstanding Romeo common shares are tendered, Nikola’s offering cannot be completed.
Instructions for tendering Romeo Shares into the Exchange Offer and additional information about the Nikola transaction are set forth below.
HOW SHAREHOLDERS CAN REPORT THEIR SHARES
Shareholders should contact Alliance Advisors with questions or request documents and assistance at (855) 643-7453 (Romeo shareholders call toll-free) or (973) 873-7700 (Bankers and brokers call Collect) or email [email protected]
Shareholders who hold Romeo common stock through a broker, dealer, commercial bank, trust company or other nominee may tender their shares by promptly directing such broker or other nominee to allow sufficient time before the September 26, 2022 deadline to grant the offer. The process for tendering shares differs depending on where they are held, so shareholders should contact their broker or nominee by phone or email.
WHY SHAREHOLDERS SHOULD REPORT THEIR SHARES
- In order for Nikola to complete the Offering, a majority of the outstanding Romeo Common Shares must be tendered.
The Romeo Board believes that this merger provides its shareholders with the best opportunity to participate in the continued growth of Nikola and, indirectly, Romeo, including any potential upsides reflected in the value of the combined company (including any resulting synergies). ). ).
The Romeo Board of Directors, after a comprehensive evaluation of strategic alternatives, has unanimously determined that the Merger Agreement is in the best interests of Romeo and its shareholders. Therefore, the Romeo Board of Directors recommends that Romeo Shareholders tender their shares pursuant to the Offer.
The recommendation is described in more detail in Romeo’s Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Romeo with the Securities and Exchange Commission on August 29, 2022.
WHAT HAPPENS IF SHAREHOLDERS DO NOT DECLARE THEIR SHARES
- If a majority of the outstanding Romeo common shares are not tendered, Nikola’s offering cannot be completed.
It is therefore very important that shareholders who wish to participate in the offering do so as soon as possible.
WHAT SHAREHOLDERS WILL GET FOR THEIR SHARES
Romeo shareholders will receive 0.1186 shares of Nikola common stock for each Romeo share, representing a pro forma ownership interest in Nikola of approximately 4.5%.
The exchange ratio represents a premium of approximately 34% to the closing prices of Nikola and Romeo on July 29, 2022.
About Romeo Power, Inc.
Romeo (NYSE: RMO) was founded in 2016 and is headquartered in Cypress, California. Romeo’s suite of advanced battery electric products combined with its innovative battery management system provides the safety, performance, reliability and configurability its customers need to succeed. To keep up with Romeo, follow Romeo on social media, @romeopowerinc or visit romeopower.com.
Additional information and where to find it
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any shares. On August 29, 2022, Nikola Corporation (“Nikola”) filed a Registration Statement on Form S-4 (including a prospectus/exchange offer, related letter of transfer and other exchange offer documents) with the US Securities and Exchange Commission (the “SEC”) and may are filing additional amendments thereto, and Nikola and a wholly owned subsidiary of Nikola have filed a Tender Offer Statement on Schedule TO with the SEC and have and may file additional amendments thereto. In addition, on August 29, 2022, Romeo Power, Inc. (“Romeo”) filed a Schedule 14D-9 solicitation/recommendation statement with the SEC and has and may file amendments thereto. Nikola and Romeo may also file other documents in the Filing with the SEC in connection with the Transaction This document is not a substitute for the registration statement, offer statement, solicitation/recommendation statement, or other documents that Nikola or Romeo may file with the SEC in connection with the Transaction (collectively, the “Ma teria”). THE EXCHANGE OFFERING MATERIALS CONTAIN IMPORTANT INFORMATION. ROMEO’S SHAREHOLDERS ARE URGED URGE TO READ THESE DOCUMENTS CAREFULLY (EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ROMEO’S SECURITIES SHOULD CONSIDER BEFORE MAKING A DECISION REGARDING THE ENTERING OF THEIR SECURITIES. The exchange offering materials are available to all holders of r Romeos common stock free of charge. The materials relating to the exchange offer are available free of charge on the SEC’s website at www.sec.gov. Additional copies may be obtained free of charge from Investor Relations, Corporate Secretary at Romeo Power, Inc., 5560 Katella Ave, Cypress, CA 90630 (for documents filed by Romeo) or Investor Relations, Corporate Secretary at Nikola Corporation, 4141 E Broadway Road , Phoenix, Arizona 85040 (for documents filed by Nikola).
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Romeo and Nikola’s acquisition of Romeo that involve significant risks, uncertainties and assumptions that could cause actual results to differ materially as a result of such statements such statements expressed or implied. All statements that relate to predictions, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by using words such as “may”, “should”, “could”, “would”, “expect”, “plan”, “anticipate”, “consider”, “intend”, “believe” , “estimate”, “continue”, “goal”, “project” or the negative of such terms or other similar terms. Forward-looking statements in this report include, but are not limited to, statements regarding the potential benefits of the proposed transaction, Romeo’s plans, objectives, expectations and intentions, Romeo’s financial condition, results of operations and business and the estimated timing of closing of the proposed transaction. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied in the forward-looking statements, including the following: Risks related to Romeo’s ability to complete the proposed transaction in a timely manner or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including a sufficient number of Romeo’s common shares validly tendered into the exchange offer to satisfy the minimum condition; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the anticipated benefits from the proposed transaction will not be realized or will not be realized within the anticipated time period; transaction disruption making it more difficult to maintain business and operational relationships; the adverse effects of the announcement or consummation of the proposed transaction on the market price of Romeo’s common stock or on Romeo’s results of operations; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory action related to the proposed transaction, risks that Romeo will not be successful in integrating potentially acquired businesses and product lines; risks of reduced revenue due to pricing pressures or reduced volumes of products being ordered by customers; risks that our products and services will not work with third-party systems; potential price increases or unavailability of third-party technology, battery cells, components or other raw materials that we use in our products; potential disruptions to our products, offerings and networks; our ability to provide products and services following a disaster or business continuity event; risks arising from our international operations, including overseas supply chain partners; risks related to strategic alliances; risks related to our ability to raise additional capital in the future when needed; possible unauthorized use of our products and technology by third parties; potential impairment losses related to our long-lived assets, including our long-lived assets and investments accounted for under the equity method; changes in applicable laws or regulations, including tariffs and similar fees; possible non-compliance with data protection and information security regulations for the customer data records we process and store; the possibility that the novel coronavirus pandemic could adversely affect our future results of operations, financial condition and cash flow; the possibility that the Russian invasion of Ukraine may result in continued price increases or unavailability of certain commodities; and the possibility that we may be adversely affected by other economic, business or competitive factors. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained in this and other reports we file or provide with the SEC, including the information in “Item 1A. Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly reports on Form 10-Q. If one or more events related to these or other risks or uncertainties occur, or if our underlying assumptions prove incorrect, actual results may differ materially from our expectations.