NEW YORK, Oct. 18, 2021 /PRNewswire/ -- ADS-TEC Energy
GmbH ("ADS-TEC Energy" or "the Company"), a global leader in
battery buffered ultrafast charging technology, and European
Sustainable Growth Acquisition Corp. (NASDAQ: EUSG) ("EUSG"), a
publicly traded special purpose acquisition company focused on
identifying Europe-based, high
growth, technology-enabled businesses that utilize green
technologies, today announced the filing with the Securities and
Exchange Commission ("SEC") of a registration statement on Form F-4
(the "Registration Statement") relating to their previously
announced definitive business combination agreement (the "Business
Combination"). The Registration Statement contains a preliminary
proxy statement/prospectus of EUSG along with information about the
Business Combination, including a business overview, terms of the
transaction, pro-forma financial information and risk
factors.
Upon completion of the proposed Business Combination, the
combined company will be named ADS-TEC Energy and be listed on
Nasdaq under the ticker symbol "ADSE" and "ADSEW." The Business
Combination is expected to close in the fourth quarter of 2021,
subject to, among other things, the approval of the shareholders of
EUSG, the Registration Statement being declared effective by the
SEC, and the satisfaction or waiver of the conditions stated in the
definitive business combination agreement. EUSG's Class A ordinary
shares currently trade on Nasdaq under the ticker symbol
"EUSG."
As part of the Business Combination, institutional investors
including, amongst others, APG, Invesco, Polar Structure and
SwedbankRobur, have committed to a Private Investment in Public
Equity of $156 million (the "PIPE
Financing"), which is anticipated to close one business day prior
to the Business Combination. Pursuant to the business combination
agreement, one of the conditions to the closing of the Business
Combination is that the available cash in EUSG's trust account at
the closing, together with proceeds from the PIPE Financing, is not
less than $150 million.
The Company recently announced the acceleration of its expansion
into the U.S. market with the establishment of a U.S. subsidiary
and the announcements of a key executive appointment.
About European Sustainable Growth Acquisition Corp.
EUSG 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
one or more businesses. EUSG intends to concentrate its efforts on
identifying Europe-based, high
growth, technology-enabled businesses that utilize green
technologies, aligning with ESG principles and the UN Sustainable
Development Goals, and addressing consumer preferences for
lifestyles driven by sustainability. EUSG is sponsored by a team
led by its Chairman, Lars Thunell,
and a management team led by Co-CEOs Pieter
Taselaar and Matheus (Thijs) Hovers, President Karan Trehan and board members Wilco Jiskoot and Elaine
Grunewald, and advisors Marc
Rothfeldt, Bazmi Husain, Fredrik Ljungström, Jonathan
Copplestone, and Aaron Greenberg is
project manager.
About ADS-TEC Energy
ADS-TEC Energy is a company of ADS-TEC group, and is part-owned
by Bosch Thermotechnik GmbH. The Company is headquartered in
Nürtingen near Stuttgart
(Germany), with a production site
near Dresden (Germany). ADS-TEC Energy is drawing on more
than ten years of experience with lithium-ion technologies, storage
solutions and fast charging systems, including the corresponding
energy management systems. Its battery based fast charging
technology enables electric vehicles to ultra fastcharge even on
low powered grids and features a very compact design. The high
quality and functionality of the battery systems are due to a
particularly high depth of development and in-house
production. With its advanced system platforms, ADS-TEC Energy
is a valuable partner for automotive, OEMs, utility companies, and
charge-operators.
Forward-Looking Statements
The information included
herein and in any oral statements made in connection herewith
include "forward-looking statements" within the meaning of Section
27A of the Securities Act, and Section 21E of the Exchange Act. All
statements, other than statements of present or historical fact
included herein, regarding the proposed merger of European
Sustainable Growth Acquisition Corp., an exempted company
incorporated in the Cayman Islands
with limited liability under company number 367833 ("EUSG") into
EUSG II Corporation, an exempted company incorporated in the
Cayman Islands with limited
liability under company number 379118 ("EUSG II") and the proposed
acquisition of the shares of ads-tec Energy GmbH, based in
Nürtingen and entered in the commercial register of the Stuttgart
Local Court under HRB 762810 ("ADS-TEC Energy") by ads-tec Energy
plc, an Irish public limited company duly incorporated under the
laws of Ireland and a wholly owned
subsidiary of EUSG ("Irish Holdco"), Irish Holdco's and EUSG's
ability to consummate the transaction, the expected closing date
for the transaction, the benefits of the transaction and Irish
Holdco's future financial performance following the transaction,
as well as Irish Holdco's and EUSG's strategy, future
operations, financial position, estimated revenues, and losses,
projected costs, prospects, plans and objectives of management are
forward looking statements. When used herein, including any oral
statements made in connection herewith, the words "outlook,"
"believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "approximately," "predicts," "intends,"
"plans," "estimates," "anticipates," the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management's current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Irish Holdco and EUSG disclaim any duty
to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect
events or circumstances after the date hereof. Irish Holdco
and EUSG caution you that these forward-looking statements are
subject to risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of Irish
Holdco and EUSG. These risks include, but are not limited to,
(1) the inability to complete the transactions contemplated by the
proposed business combination; (2) the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3) risks related to the rollout of ADS-TEC
Energy's business and expansion strategy; (4) consumer failure
to accept and adopt electric vehicles; (5) overall demand for
electric vehicle charging and the potential for reduced demand if
governmental rebates, tax credits and other financial incentives
are reduced, modified or eliminated; (6) the possibility that
ADS-TEC Energy's technology and products could have undetected
defects or errors; (7) the effects of competition on ADS-TEC
Energy's future business; (8) the inability to successfully
retain or recruit officers, key employees, or directors following
the proposed business combination; (9) effects on Irish
Holdco's public securities' liquidity and trading; (10) the
market's reaction to the proposed business combination; (11) the
lack of a market for Irish Holdco's securities; (12)
Irish Holdco's financial performance following the proposed
business combination; (13) costs related to the proposed business
combination; (14) changes in applicable laws or regulations; (15)
the possibility that the novel coronavirus ("COVID-19") may
hinder ADS-TEC Energy's and EUSG's ability to consummate the
business combination; (16) the possibility that COVID-19 may
adversely affect the results of operations, financial position and
cash flows of ADS-TEC Energy, Irish Holdco or EUSG; (17) the
possibility that ADS-TEC Energy or EUSG may be adversely
affected by other economic, business, and/or competitive factors;
and (18) other risks and uncertainties indicated from time to time
in documents filed or to be filed with the SEC by EUSG. Should one
or more of the risks or uncertainties described herein and in any
oral statements made in connection therewith occur, or should
underlying assumptions prove incorrect, actual results and plans
could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other
factors that may impact Irish Holdco's and EUSG's
expectations and projections can be found in EUSG's initial public
offering prospectus, which was filed with the SEC on January 22, 2021. In addition, EUSG's periodic
reports and other SEC filings are available publicly on the SEC's
website at http://www.sec.gov.
No Offer or Solicitation
This communication is for
informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed business combination or otherwise, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Additional Information about the Business Combination and
Where to Find It
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.
In connection with the proposed business combination, Irish
Holdco, filed a registration statement on Form
F-4, which includes the preliminary prospectus of
Irish Holdco and a preliminary proxy statement of
EUSG, with the SEC on October 15,
2021. Irish Holdco and EUSG will file
other relevant materials with the SEC in connection
with the proposed business combination. Investors and
security holders of EUSG are urged to read the proxy
statement/prospectus and the other relevant materials before making
any voting or investment decision with respect to the proposed
business combination because they will contain important
information about the business combination and the parties to the
business combination. After the registration statement has been
declared effective by the SEC, EUSG will mail a definitive
proxy statement/prospectus and other relevant
documents to its shareholders. INVESTORS AND
SHAREHOLDERS OF EUSG ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS
COMBINATION, WHICH ARE FILED WITH THE
SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and
shareholders will be able to obtain free copies of the
materials filed by Irish Holdco and EUSG with the SEC
at the SEC's website
at www.sec.gov.
Participants in the Solicitation
Irish Holdco,
EUSG, Bosch Thermotechnik GmbH ("Bosch"), ADS-TEC Holding GmbH
("ADSH") and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the shareholders of EUSG in connection with the proposed
transaction. You can find more information about
EUSG's directors and executive officers in EUSG's initial
public offering prospectus, which was filed with the SEC on
January 22, 2021, and its Forms
10-Q filed with the SEC. Additional information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests is included in the proxy
statement/prospectus on file with the SEC.
Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully
before making any voting or investment decisions. You may
obtain free copies of these documents from the
sources indicated above.
Contacts:
For EUSG
Investor Contact:
Patrick Moroney
Chief Financial Officer and Secretary, EUSG
(914) 819-3746
Media Contact (US)
Steve Bruce/Taylor Ingraham
ASC Advisors
(203) 992-1230
tingraham@ascadvisors.com
For ADS-TEC Energy (Media contact)
Antonia Stranzinger
presse-energy@ads-tec.de
+49-7022-2522-2306
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SOURCE European Sustainable Growth Acquisition Corp.