MUNICH and SAN FRANCISCO,
March 30, 2021 /PRNewswire/ --
- Lilium GmbH ("Lilium") is positioned to be the global leader in
regional electric air mobility. The 7-Seater Lilium Jet, an
electric vertical take-off and landing jet, and Lilium's service
for people and goods, enable sustainable, high-speed
transportation.
- Combining with Qell Acquisition Corp., led by Barry Engle, a former president of General
Motors North America, provides Lilium with access to capital and
industry experience. Supports the planned launch of commercial
operations in 2024.
- Using Lilium's proprietary Ducted Electric Vectored Thrust
("DEVT") technology, the 7-Seater Lilium Jet is projected to
deliver the best unit economics, with market-leading capacity, low
noise and high performance.
- Technology for the 7-Seater Lilium Jet has been developed over
five years and proven across four generations of technology
demonstrator aircraft. CRI-A01 certification basis was received
from EASA in 2020.
- Lilium has over 400 engineers and a leadership team responsible
for delivering some of the most complex aircraft in aviation
history.
- Partnerships are in place with world-leading aerospace,
technology and infrastructure partners including Aciturri, Toray
Industries, Lufthansa Aviation Training, Ferrovial and Tavistock
Development Company.
- Launch network in Florida
planned, with up to 14 vertiport development sites confirmed, to be
built and operated by Lilium's infrastructure partners.
- Transaction values the combined company at approximately
$3.3 billion pro forma equity value
at the $10.00 per share PIPE
price.
- Total gross proceeds to the company are expected to be
approximately $830 million, including
approximately $380 million in cash
currently held in trust (assuming minimal redemptions) and the
proceeds of a $450 million PIPE
investment, including investments by Baillie Gifford, funds and
accounts managed by BlackRock, Tencent, Ferrovial, LGT and its direct impact
investing arm Lightrock, Palantir, Atomico, FII Institute and
private funds affiliated with PIMCO.
- Combined company expected to add Barry
Engle to the Board, joining current Board members including
former Airbus CEO Tom Enders.
Lilium GmbH ("Lilium"), positioned to be the global leader in
regional electric air mobility, with the development of its
electric vertical take-off and landing jet, has entered into a
definitive business combination agreement with Qell Acquisition
Corp.("Qell"), a publicly listed special purpose acquisition
company (Nasdaq: QELL). Qell, led by Barry
Engle, a former president of General Motors North America,
is focused on developing next-generation, sustainable mobility.
Upon closing of the transaction, the company will be called Lilium,
and it is anticipated that ordinary shares will be listed on the
Nasdaq under the ticker symbol LILM.
Lilium can revolutionize regional travel, saving people hours
not minutes. Using its 7-Seater Lilium Jet, revealed today,
Lilium's regional shuttle service will enable sustainable,
high-speed transportation. The 7-Seater Lilium Jet has
market-leading capacity and is the first of Lilium's serial
aircraft. It is capable of quiet vertical take-off, allowing Lilium
access to more landing sites and the opportunity to build higher
network density, avoiding the need for expensive ground
infrastructure. The 7-Seater Lilium Jet and regional shuttle
service business model are projected to deliver the best unit
economics, with passenger and enterprise opportunities.
The Lilium 7-Seater Jet
The Lilium 7-Seater Jet has a projected cruise speed of 175 mph
at 10,000 feet and a range of 155+ miles, including reserves. It is
the culmination of five years of technology development across four
generations of technology demonstrators, including Lilium's
full-scale 5-Seater.
Lilium applied for concurrent type certification for a
high-capacity aircraft with EASA and the FAA in 2018. Development
of the 7-Seater Lilium Jet began in stealth mode following this
milestone. In 2020 the 7-Seater Lilium Jet received CRI-A01
certification basis from EASA.
Lilium has successfully developed, tested and refined the
underlying technology for electric vertical take-off and landing
jets – Lilium's proprietary Ducted Electric Vectored Thrust
("DEVT") technology, along with key control systems, aircraft and
battery architecture. DEVT technology enables Lilium to scale to
higher-capacity aircraft and keep noise emissions and ground
footprint low.
More information about the 7-Seater Lilium Jet, and underlying
technology, can be found at Lilium.com/jet.
Daniel Wiegand, Co-Founder and
CEO, Lilium:
"We're incredibly excited to reveal the development of our
7-Seater Lilium Jet and announce the next stage of our growth. This
is a validation of all the hard work over the last five years from
our talented team and our world-class partners and
investors.
Our vision is to create a sustainable and accessible mode of
high-speed travel and bring this to every community. Transport
infrastructure is broken. It is costly in personal time, space
consumption and carbon emissions. We are pursuing our unique
electric jet technology because it is the key to higher-capacity
aircraft, with lower cost per seat mile while delivering low noise
and low emissions.
Today's announcement brings us closer to launching our
passenger service. In Qell, we have found a partner who shares our
ambition for sustainable mobility and brings tremendous experience
in running mobility and hardware businesses."
Barry Engle, Founder and CEO,
Qell:
"We are thrilled to be partnering with Lilium to together
build the leader in regional electric air mobility. Qell set out to
find an exceptional and ambitious technology company, with
significant growth potential — and in Lilium we have found that.
Lilium has unique technology and one of the most accomplished
engineering and commercial teams in electric aviation. The 7-Seater
Lilium Jet is a game-changer for transportation.
The experienced Qell leadership team is looking forward to
working with Lilium. Our board has a collective set of experiences
in growing businesses, strengthening operations, expanding
globally, raising capital and creating long-term value.
I have spent my career in mobility and been part of the
electrification of the automotive industry. The market and societal
potential from the electrification of air travel is enormous. I,
and the whole team at Qell, are excited for the impact Lilium can
have and the part we can play."
Path to Serial Production and Commercialization
The proceeds from the transaction are intended to fund the
launch of commercial operations, planned for 2024. This includes
the finalization of serial production facilities in Germany, launch of serial production aircraft
and completion of type certification.
Lilium has put in place a rigorous aerospace program across all
certification, design, testing and production phases, with maturity
gates at every stage of the aircraft's development cycle.
Lilium has over 400 engineers and a combined 4,000 years of
aerospace experience. Lilium's accomplished leadership team was
previously responsible for developing and delivering some of the
most successful and complex aircraft in aviation history, including
the Airbus A320, A350 and A380, Eurofighter Typhoon, Gulfstream G650 and Harrier VTOL.
The 7-Seater Lilium Jet will be Lilium's first aircraft to go
into serial production. Lilium's aircraft will have 30x fewer
components than a commercial airliner and is designed for ease of
manufacturability and scalability. Lilium applies automotive-style
design for manufacturing methods and is designing for fully
automated high-quality production of its engines, actuators and
batteries.
Lilium is partnering with world-class suppliers whose technology
and services have been certified in aerospace around the world for
decades. This includes: Toray Industries, providing the carbon
composites for the aircraft's primary structures; Aciturri,
manufacturing the fuselage and wing systems; and Lufthansa Aviation
Training, training Lilium's pilots.
To date, Lilium has secured approximately $200 million of commitments from infrastructure
partners, including Ferrovial and Tavistock Development Company. Up
to 14 vertiports are already planned in Florida. Lilium is also in advanced
discussions with key infrastructure partners for 10 vertiports to
build a network across Europe.
Transaction Overview
The transaction values the combined company at an implied
$3.3 billion pro forma equity value
at the $10.00 per share PIPE price.
The combined company is expected to receive approximately
$830 million of gross proceeds from a
fully committed common stock PIPE offering of $450 million, along with approximately
$380 million cash held in trust,
assuming minimal redemptions of Qell's existing public
stockholders. The PIPE includes participation from leading
strategic and long-term financial investors including Baillie
Gifford, funds and accounts managed by BlackRock, Tencent, Ferrovial, LGT and its direct impact
investing arm Lightrock, Palantir, Atomico, FII Institute and
private funds affiliated with PIMCO. Net cash from the transaction
will be used to fund the commercial launch of Lilium's 7-Seater
Jet. Lilium's existing shareholders will roll 100% of their shares
into the combined company. In addition, upon completion of the
transaction, Daniel Wiegand will
hold 3:1 super voting shares.
The Boards of Directors of both Lilium and Qell have unanimously
approved the proposed business combination, which is expected to be
completed in the second quarter of 2021, subject to the approval by
Qell's stockholders and the satisfaction or waiver of other
customary closing conditions identified in the business combination
agreement.
Additional information about the proposed transaction will be
provided in a Current Report on Form 8-K to be filed by Qell today
with the U.S. Securities and Exchange Commission ("SEC") and
available at www.sec.gov.
Advisors
JP Morgan Securities LLC and Barclays Capital Inc. are acting as
financial and capital markets advisors to Qell. Citi is acting as
exclusive financial advisor to Lilium. JP Morgan Securities LLC,
Barclays Capital Inc. and Citigroup Global Markets Inc. acted as
lead placement agents for the PIPE transaction. Orrick Herrington & Sutcliffe LLP and Ropes
& Gray LLP are serving as legal advisors to Lilium. Goodwin
Procter LLP is serving as legal advisor to Qell. JPMorgan
Securities LLC and Barclays Capital Inc. acted as the joint
book-running managers of Qell's IPO.
Investor Webcast
Lilium and Qell will host an investor webcast at 8 am ET, March 30,
2021 to present the transaction. To access the webcast,
participants need to register in advance online by visiting
https://www.webcast-eqs.com/qellacquisition20210330. A pre-recorded
version of the investor webcast will also be made available at
www.qellspac.com, and a transcript of this webcast will be filed by
Qell with the SEC.
About Lilium
Lilium's vision is to create a sustainable and accessible mode
of high-speed, regional transportation. Using the 7-Seater Lilium
Jet, an electric vertical take-off and landing jet, offering
leading capacity, low noise and high performance, Lilium is
building a transport network and service for people and goods.
Working in partnership with world-leading aerospace, technology and
infrastructure partners, commercial operations are planned to
launch in 2024. Lilium's 600+-strong team includes over 400
aerospace engineers and a leadership responsible for delivering
some of the most successful aircraft in aviation history. Founded
in 2015, Lilium's headquarters and manufacturing facilities are in
Munich, Germany, with teams based
across Europe and the U.S. To
learn more, visit www.lilium.com.
About Qell
Formed in San Francisco in
August 2020, Qell Acquisition Corp.
(Nasdaq: QELL) is a publicly-traded special purpose acquisition
company ("SPAC") created to invest in a high-growth business in the
next-generation mobility, transportation or sustainable industrial
technology sectors. The management team, led by Barry Engle, has deep experience and networks
across both incumbents and emerging technology companies.
Important Information About the Proposed Business Combination
and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form F-4 to be filed with
the SEC by Qell DutchCo B.V., which will later be converted into a
Netherlands public limited
liability company (naamloze vennootschap) ("Lilium N.V.") that will
include a prospectus with respect to Lilium N.V.'s securities to be
issued in connection with the business combination and a proxy
statement with respect to the shareholder meeting of Qell to vote
on the business combination. Qell urges its investors,
shareholders and other interested persons to read, when available,
the preliminary proxy statement/prospectus filed with the SEC and
documents incorporated by reference therein because these documents
will contain important information about Qell, Lilium and the
transaction. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of
Qell as of a record date to be established for voting on the
proposed business combination. Once available, shareholders will
also be able to obtain a copy of the Form F-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge by directing a request to: Qell, info@qellspac.com.
These documents will also be made available on Qell's website. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, on the SEC's website (www.sec.gov).
Participants in the Solicitation Process
Qell, Lilium and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Qell's stockholders with respect to the business combination.
A list of the names of those directors and executive officers and a
description of their interests in Qell will be filed in the
registration statement to be filed by Qell DutchCo B.V., which will
later be converted into Lilium N.V. on Form F-4, which will include
the proxy statement/prospectus, for the proposed business
combination and be available, without charge, at
www.sec.gov.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including, but
not limited to, statements regarding the benefits of the proposed
business combination, the anticipated timing of the proposed
business combination, Lilium's, Qell's and Lilium N.V.'s proposed
business and business model, the markets and industry in which
Lilium, Qell and Lilium N.V. (collectively, the "Lilium Group")
intend to operate, the anticipated timing of the commercialization
and launch of the Lilium Group's business in phases, and the
expected results of the Lilium Group's business and business model
when launched in phases. These forward-looking statements generally
are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
Such statements are based on management's belief or interpretation
of information currently available. Forward-looking statements are
predictions, projections and other statements about future events
that are based on management's current expectations with respect to
future events and are based on assumptions and subject to risk and
uncertainties and subject to change at any time. The Lilium Group
will operate in a rapidly changing emerging industry. New risks
emerge every day. Given these risks and uncertainties, you should
not rely on or place undue reliance on these forward-looking
statements. Actual events or results may differ materially from
those contained in the projections or forward-looking
statements.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including, but not limited to, the following risks: (i)
the transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Qell's securities; (ii) the
transaction may not be completed by Qell's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Qell; (iii) the parties'
failure to satisfy the conditions to the consummation of the
business combination, such as Qell's shareholders or Lilium's
shareholders failing to adopt the business combination agreement,
failing to satisfy the minimum trust account amount following
redemptions by Qell's public shareholders or an inability to secure
necessary governmental and regulatory approvals; (iv) the Lilium
Group's ability to implement business plans, operating models,
forecasts and other expectations and identify and realize
additional business opportunities after the completion of the
proposed business combination; (v) the failure of the Lilium Group
and its current and future business partners to successfully
develop and commercialize the Lilium Group's business or
significant delays in its ability to do so; (vi) the Lilium Group's
inability to secure or protect its intellectual property; (vii) the
effect of the announcement or pendency of the proposed business
combination on Lilium Group's business relationships, performance
and operations generally; and (viii) the outcome of any legal
proceedings that may be instituted against Qell or the Lilium Group
related to the proposed business combination. The foregoing list of
factors is not exhaustive. Forward-looking statements speak only as
of the date they are made. You are cautioned not to put undue
reliance on forward-looking statements, and the Lilium Group
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contact Information for Investors
investors@lilium.com
Contact Information for Media
Meredith Bell,
Lilium
+41 79 432 57 79
meredith.bell@lilium.com
press@lilium.com
Emma Walsh, Milltown Partners
(for Lilium)
+44 7827 289120
ewalsh@milltownpartners.com
Colleen Robar, Robar PR (for
Qell)
+1 313 207-5960
crobar@robarpr.com
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SOURCE Qell Acquisition Corp.