PHOENIX, March 3, 2020 /PRNewswire/ --
- Nikola to use proceeds to accelerate its portfolio of
battery-electric (BEV) and hydrogen fuel-cell electric vehicles
(FCEV) targeting zero emissions globally
- Nikola will build out a hydrogen station infrastructure to
support its FCEV vehicles
- Nikola has more than 14,000 pre-orders representing more than
$10 billion in potential revenue and
two-and-a-half years of production
- Pro forma enterprise value of the merger is approximately
$3.3 billion
- Transaction includes a $525
million fully committed common stock PIPE at $10.00 per share anchored by institutional
investors including Fidelity Management & Research Company,
ValueAct Spring Fund and P. Schoenfeld Asset Management LP
- The company will add Stephen
Girsky, current CEO of VectoIQ and former Vice Chairman of
General Motors Corporation, to its Board of Directors
Nikola Corporation, a leader in the design and development of
BEV and FCEV class 8 semi-trucks, along with VectoIQ
Acquisition Corp. (NASDAQ: VTIQ), a publicly-traded special purpose
acquisition company, announces that the two companies have entered
into a definitive agreement to create a company focused on the
development of next generation smart transportation. Upon the
closing of the transaction, the combined company will be named
Nikola Corporation and is expected to remain NASDAQ-listed under
the new ticker symbol "NKLA."
Company Highlights
Nikola is a global leader in
zero-emissions heavy duty trucks and hydrogen infrastructure. More
than $10 billion in pre-order leases
to date and the joint venture with European industrial vehicle
manufacturer IVECO make Nikola a formidable competitor to other
OEMs (original equipment manufacturers). Nikola's business model
uniquely supplies both the truck and hydrogen fueling
infrastructure, solving the fleets' concerns of where to refuel
with green hydrogen at competitive pricing to diesel. The
transaction proceeds will accelerate production, allow Nikola to
break ground on its state-of-the-art manufacturing facility in
Coolidge, Arizona, and begin its
hydrogen station infrastructure roll-out. The company expects to
generate revenue by 2021 with the roll-out of its BEV truck,
followed by FCEV truck sales starting in 2023 and the initial build
out of hydrogen fueling stations to serve Nikola customers' fleets,
such as Anheuser-Busch.
Trevor Milton, Founder and CEO of
Nikola stated: "We are on a roll. You couldn't ask for better news
for the energy and tech industry. The world is transitioning to
zero-emission platforms and Nikola is the leader for heavy-duty
vehicles. We believe we have a differentiated business model built
on economics, not government subsidies. We now need to double down
and speed up the timelines and get to market. We couldn't be
happier to have Steve Girsky join
our board."
"In our two-year quest to find a partner that was a proven
technology leader and focused on making a global difference, Nikola
was the clear winner," said Stephen
Girsky, CEO of VectoIQ and former Vice Chairman of General
Motors Corporation. "Nikola's vision of a zero-emission future and
ability to execute were key drivers in our decision."
Mr. Milton will serve as Executive Chairman of the combined
company, continuing to lead the vision and forward-looking
strategy. Prior to launching Nikola in 2015, Mr. Milton served as
CEO of dHybrid Systems, a natural gas storage technology
company.
Mark Russell, who has more than
20 years of experience building and managing companies in the
manufacturing industry, will serve as the CEO of Nikola. He joined
Nikola as President in 2019 and previously served as President and
COO of Worthington Industries, a publicly-listed metals
manufacturing company.
Kim Brady, currently the CFO at
Nikola, will continue in that role post-close. Mr. Brady has more
than 20 years of experience in private equity and investment
banking. Prior to joining Nikola, Mr. Brady served as Senior
Managing Director at Solic Capital, as well as CFO and General
Manager at various companies in the manufacturing, business
services and healthcare sectors.
Transaction Overview
The transaction reflects an
implied enterprise value at closing of $3.3
billion. Cash proceeds raised in connection with the
transaction, which will primarily be used to fund operations,
support growth and for other general corporate purposes, will be
funded through a combination of VectoIQ's cash in trust and a
$525 million private placement of
common stock at $10.00 per share led
by institutional investors including Fidelity Management &
Research Company, ValueAct Spring Fund and P. Schoenfeld Asset
Management LP. Current Nikola stockholders will remain majority
owners of the combined company at closing.
The boards of directors of both VectoIQ and Nikola have
unanimously approved the proposed transaction. Completion of the
proposed transaction is subject to approval of VectoIQ and Nikola
stockholders and other customary closing conditions, including a
registration statement being declared effective by the Securities
and Exchange Commission, and is expected to be completed in the
second quarter of 2020.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K that
will contain an investor presentation to be filed by VectoIQ with
the Securities and Exchange Commission and available
at www.sec.gov.
Advisors
Cowen is serving as financial and capital
markets advisor, and Greenberg Traurig, LLP is serving as legal
advisor to VectoIQ. Morgan Stanley is serving as financial advisor,
and Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor
to Nikola.
Investor Conference Call Information
Nikola and
VectoIQ will host a joint investor conference call to discuss the
proposed transaction today, Tuesday, March
3, 2020 at 8:30 am ET.
To listen to the prepared remarks via telephone dial (855)
221-8297 (U.S.) and (563) 607-5050 (international callers/U.S.
toll) and enter the conference ID number 340055#. To listen to the
webcast, go to www.nikolamotor.com/investors. A telephone replay
will be available until Tuesday, March 17,
2020 at the same number and conference ID.
Important Information and Where to Find It
In
connection with the transaction, VectoIQ intends to file a
registration statement on Form S-4 (the "Registration Statement")
with the SEC, which will include a preliminary proxy statement to
be distributed to holders of VectoIQ's common stock in connection
with VectoIQ's solicitation of proxies for the vote by VectoIQ's
stockholders with respect to the transaction and other matters as
described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to Nikola's
stockholders in connection with the transaction. After the
Registration Statement has been filed and declared effective,
VectoIQ will mail a definitive proxy statement, when available, to
its stockholders. Investors and security holders and other
interested parties are urged to read the proxy
statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about VectoIQ, Nikola and the transaction.
Investors and security holders may obtain free copies of the
preliminary proxy statement/prospectus and definitive proxy
statement/prospectus (when available) and other documents filed
with the U.S. Securities and Exchange Commission (the "SEC") by
VectoIQ through the website maintained by the SEC at
http://www.sec.gov, or by directing a request to: VectoIQ
Acquisition Corp., 1354 Flagler Drive, Mamaroneck, NY 10543.
Participants in the Solicitation
VectoIQ and Nikola
and their respective directors and certain of their respective
executive officers and other members of management and employees
may be considered participants in the solicitation of proxies with
respect to the transaction. Information about the directors and
executive officers of VectoIQ is set forth in its Annual Report on
Form 10-K for the fiscal year ended December
31, 2018. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
included in the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the transaction when
they become available. Stockholders, potential investors and other
interested persons should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. When available, these documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall 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
jurisdiction 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 U.S. Securities Act of 1933, as
amended.
About VectoIQ
VectoIQ was formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization or other similar business combination
with one or more businesses. VectoIQ is sponsored by VectoIQ
Holdings, LLC (including P. Schoenfeld Asset Management LP) and
Cowen.
About Nikola Corporation
Nikola Corporation is
globally transforming the transportation industry. As a designer
and manufacturer of battery-electric and hydrogen-electric
vehicles, electric vehicle drivetrains, vehicle components, energy
storage systems, and hydrogen stations, Nikola is driven to
revolutionize the economic and environmental impact of commerce as
we know it today.
Forward Looking Statements
Certain statements included
in this press release that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Nikola's and VectoIQ's management and are not predictions of
actual performance. 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, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Nikola and
VectoIQ. These forward-looking statements are subject to a number
of risks and uncertainties, including changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the transaction, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the transaction or
that the approval of the stockholders of VectoIQ or Nikola is not
obtained; failure to realize the anticipated benefits of the
transaction; risks relating to the uncertainty of the projected
financial information with respect to Nikola; risks related to the
rollout of Nikola's business and the timing of expected business
milestones; the effects of competition on Nikola's future business;
the amount of redemption requests made by VectoIQ's stockholders;
the ability of VectoIQ or the combined company to issue equity or
equity-linked securities or obtain debt financing in connection
with the transaction or in the future, and those factors discussed
in VectoIQ's final prospectus dated May 15,
2018 and Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, in each
case, under the heading "Risk Factors," and other documents of
VectoIQ filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither VectoIQ nor Nikola presently know or that VectoIQ and
Nikola currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect VectoIQ's and Nikola's expectations, plans or forecasts of
future events and views as of the date of this press release.
VectoIQ and Nikola anticipate that subsequent events and
developments will cause VectoIQ's and Nikola's assessments to
change. However, while VectoIQ and Nikola may elect to update these
forward-looking statements at some point in the future, VectoIQ and
Nikola specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing VectoIQ's and Nikola's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
For VectoIQ
Investors
Steve Shindler
703-906-3311
For Nikola Corporation
Analysts
Kim Brady
847-910-7460
kim.brady@nikolamotor.com
Investors
investors@nikolamotor.com
Media
Nicole Rose
602-499-4795
nicole.rose@nikolamotor.com
Colleen Robar
313-207-5960
crobar@robarpr.com
