MENLO PARK, Calif.,
Dec. 27, 2021 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation II (NASDAQ:
DCRN) ("DCRN"), a publicly-traded special purpose acquisition
company, reminds its stockholders to vote in favor of the
previously announced business combination with Tritium Holdings Pty
Ltd ("Tritium"), a leading global developer and manufacturer of
direct current ("DC") fast charging technology for electric
vehicles.
DCRN has commenced mailing of its definitive proxy statement
(the "Proxy Statement") and a notice and voting instruction form or
a proxy card relating to the special meeting of the DCRN
stockholders (the "Special Meeting") to DCRN stockholders of record
as of the close of business on December 6,
2021 (the "Record Date"), who will be entitled to attend and
participate in the Special Meeting.
The Special Meeting to approve the proposed business combination
and related matters is scheduled to be held on January 12, 2022 at 10:00
a.m. Eastern Time. The Special Meeting will be conducted
completely virtually, and can be accessed via live webcast at
https://www.cstproxy.com/decarbonizationplusacquisitionii/2021.
Additional information on how stockholders of record may vote
their shares can be found at:
https://dcrbplus.com/home/investor-relations/dcrb-ii/.
Every stockholder's vote is important, regardless of
the number of shares held. Accordingly, all DCRN
stockholders who held shares as of the Record Date and have not yet
voted are encouraged to do so as soon as possible so that their
votes are received by DCRN prior to the deadlines set forth below.
For the avoidance of doubt, DCRN stockholders who owned shares as
of the Record Date and subsequently sold all or a portion of their
shares are STILL entitled to vote, and are encouraged to do
so.
DCRN's board of directors recommends you vote "FOR" the
business combination with Tritium and "FOR" all of the related
proposals described in the Proxy Statement filed by DCRN with the
Securities and Exchange Commission ("SEC") on December 21, 2021.
These are the two easiest and fastest ways to vote – and they
are both free:
- Vote Online (Highly Recommended): Follow the
instructions provided on the proxy card that was mailed to you, if
you are a holder of record, or provided by your broker, bank or
other nominee on the Voting Instruction Form mailed (or e-mailed)
to you, if you hold your shares "in street name." To vote online,
you will need your voting control number, which you can find on
your proxy card or the Voting Instruction Form provided by your
broker, bank or other nominee. Votes submitted electronically over
the Internet must be received by 11:59 p.m.,
Eastern Time, on January 11,
2022. However, if you hold your shares through a broker,
bank or other nominee, they may have an earlier deadline to receive
your vote.
- Vote at the Meeting: Follow the instructions
provided by your broker, bank or other nominee on the Voting
Instruction Form mailed (or e-mailed) to you. If you plan to attend
the online Special Meeting, you will need your 12-digit voting
control number to vote electronically at the Special Meeting. You
can find your control number and the address for the Special
Meeting on your proxy card or the Voting Instruction Form provided
by your brokers, bank or nominee.
Additionally, you can also vote by mail:
- Vote by Mail: Follow the instructions provided on
the proxy card that was mailed to you, if you are a holder of
record, or provided by your broker, bank or other nominee on the
Voting Instruction Form mailed or e-mailed to you. You will need
your voting control number which is included on the proxy card or
Voting Instruction Form, as applicable, in order to vote by mail.
Please be sure to, (1) mark, sign and date your proxy card or
Voting Instruction Form, (2) fold and return your proxy card or
Voting Instruction Form in the postage-paid envelope provided or
through any other means described in your Voting Instruction Form,
and (3) mail your proxy card or Voting Instruction Form to ensure
receipt on or before 10:00 a.m., Eastern
Time on January 12, 2022
YOUR CONTROL NUMBER IS FOUND ON YOUR PROXY CARD OR VOTING
INSTRUCTION FORM. If you did not receive or misplaced your
Voting Instruction Form, contact your bank, broker or other nominee
to obtain your control number in order to vote. A bank, broker or
other nominee is a person or firm that acts as an intermediary
between an investor and the stock exchange who can help you vote
your shares.
If any individual DCRN stockholder who held shares as of the
Record Date does not receive the Proxy Statement, such stockholder
should (i) confirm their Proxy Statement's status with their
broker, (ii) contact Morrow Sodali LLC, DCRN's proxy solicitor, for
assistance via e-mail at
DCRN.info@investor.morrowsodali.com or toll-free call at (800)
662-5200 (banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400), or (iii) contact DCRN by mail at
Decarbonization Plus Acquisition Corporation II at 2744 Sand Hill
Road, Suite 100, Menlo Park,
California, 94025.
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with a target whose principal effort
is developing and advancing a platform that decarbonizes the most
carbon-intensive sectors. These include the energy and agriculture,
industrials, transportation and commercial and residential sectors.
DCRN is sponsored by an affiliate of Riverstone Holdings LLC and
represents a further expansion of Riverstone's 15-year franchise in
low-carbon investments, having established industry leading, scaled
companies with more than $5 billion
of equity invested in renewables.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
For more information, visit tritiumcharging.com
Important Information and Where to Find It
In connection with the proposed business combination, Tritium
DCFC Limited ("NewCo"), which will be the going-forward public
company, filed a preliminary registration statement on Form F-4,
(as amended, the "Registration Statement"), which includes a
preliminary proxy statement of DCRN. The Registration Statement is
now effective, and a definitive proxy statement has been mailed to
DCRN stockholders of record as of the close of business on
December 6, 2021. INVESTORS AND
SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND THE
EFFECTIVE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT TRITIUM, DCRN, NEWCO AND THE BUSINESS
COMBINATION. Investors and security holders will also be able to
obtain copies of the Registration Statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
web site at www.sec.gov.
Participants in the Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN's
stockholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in DCRN is contained in DCRN's
filings with the SEC, including DCRN's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021, and is available free of charge
at the SEC's web site at www.sec.gov. Additional information
regarding the interests of such participants is set forth in the
Registration Statement for the proposed business combination. NewCo
and Tritium and their respective directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the shareholders of DCRN in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the business combination is contained in the
Registration Statement for the proposed business combination.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination. This document also
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" with respect to the proposed business combination and
including statements regarding the Special Meeting and the
anticipated timing of the closing of the business combination.
These forward-looking statements generally are identified by the
words "estimates," "projected," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes," "seeks," "targets,"
"may," "will," "should," "would," "will be," "will continue," "will
likely result," "future," "propose," "strategy," "opportunity" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, guarantees, assurances, predictions or definitive
statements of fact or probability regarding future performance,
conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside NewCo's, Tritium's or DCRN's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include the inability to complete the business combination or the
private offering of ordinary shares in the capital of NewCo to a
certain investor (the "PIPE Financing") in a timely manner or at
all (including due to the failure to receive required stockholder
or shareholder, as applicable, approvals, or the failure of other
closing conditions such as the satisfaction of the minimum trust
account amount following redemptions by DCRN's public stockholders,
and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of DCRN's securities; the
inability of the business combination to be completed by DCRN's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
DCRN; the occurrence of any event, change or other circumstance
that could give rise to the termination of the proposed business
combination or the PIPE Financing; the inability to recognize the
anticipated benefits of the proposed business combination; the
inability to obtain or maintain the listing of NewCo's shares on a
national exchange following the proposed business combination;
costs related to the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations, business relationships or business generally as a
result of the announcement and consummation of the proposed
business combination; NewCo's ability to manage growth; NewCo's
ability to execute its business plan and meet its projections;
potential disruption in NewCo's employee retention as a result of
the business combination; potential litigation, governmental or
regulatory proceedings, investigations or inquiries involving
NewCo, Tritium or DCRN, including in relation to the business
combination; changes in applicable laws or regulations and general
economic and market conditions impacting demand for Tritium's or
NewCo's products and services; and other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the proposed business combination, including those
under "Risk Factors" therein, and in DCRN's other filings with the
SEC. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statement, and NewCo and DCRN assume no obligation
and do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Neither
NewCo nor DCRN gives any assurance that either NewCo or DCRN will
achieve its expectations.
DCRN Media Contact
Daniel
Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
Tritium Media Contact
Jack
Ulrich
media@tritium.com.au
Tritium Investors Contact
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
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SOURCE Decarbonization Plus Acquisition Corporation II
