Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
September 19 2022 - 8:38AM
Edgar (US Regulatory)
Filed by Romeo Power, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-9
under the Securities Exchange Act of 1934, as amended
Subject Company: Romeo Power, Inc.
Filers SEC File No.: 001-38795
Date: September 19, 2022
The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (Romeo or the
Company) by Nikola Corporation (Nikola).
Facebook:
Romeo Power Reminds
Stockholders to Tender Shares for Nikola Transaction Before the Deadline at Midnight, Eastern, Monday, Sept. 26, 2022
- Romeo stockholders
are encouraged to contact Alliance Advisors for assistance with tender offer transactions, +1 (855) 643-7453 or nkla@allianceadvisors.com
- Stockholders who hold Romeo stock through a broker or nominee should contact their broker or nominee to tender
- The proposed exchange ratio represents an approximately 34% premium based on Nikolas and Romeos closing share price on
July 29, 2022
For details, please read the full news release: https://investors.romeopower.com/news/news-details/2022/Romeo-Power-Reminds-Stockholders-to-Tender-Shares-for-Nikola-Transaction-Before-September-26-2022-Deadline/default.aspx
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LinkedIn:
Romeo Power Reminds Stockholders to Tender Shares for Nikola Transaction Before the Deadline at Midnight, Eastern, Monday, Sept. 26, 2022
- Romeo stockholders are encouraged to contact Alliance Advisors for assistance with tender offer transactions, +1 (855) 643-7453 or nkla@allianceadvisors.com
- Stockholders who hold Romeo stock through a broker or nominee
should contact their broker or nominee to tender
- The proposed exchange ratio represents an approximately 34% premium based on
Nikolas and Romeos closing share price on July 29, 2022
For details, please read the full news release:
https://lnkd.in/gmTazhPg
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Instagram:
Romeo Power Reminds Stockholders to Tender Shares for Nikola Transaction Before the Deadline at Midnight, Eastern, Monday, Sept. 26, 2022
- Romeo stockholders are encouraged to contact Alliance Advisors for assistance with tender offer transactions, +1 (855) 643-7453 or nkla@allianceadvisors.com
- Stockholders who hold Romeo stock through a broker or nominee
should contact their broker or nominee to tender
- The proposed exchange ratio represents an approximately 34% premium based on
Nikolas and Romeos closing share price on July 29, 2022
For details, please read the full news release: https://investors.romeopower.com/news/news-details/2022/Romeo-Power-Reminds-Stockholders-to-Tender-Shares-for-Nikola-Transaction-Before-September-26-2022-Deadline/default.aspx
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Important Information About the Exchange Offer
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares. On August 29,
2022, Nikola Corporation (Nikola) filed a Registration Statement on Form S-4 (including a Prospectus/Offer to Exchange, a related Letter of Transmittal and other exchange offer documents
(collectively, the Registration Statement)) with the U.S. Securities and Exchange Commission (the SEC) and has and may file additional amendments thereto, and Nikola and a wholly-owned subsidiary of Nikola filed a Tender
Offer Statement on Schedule TO with the SEC and has and may file additional amendments thereto. In addition, on August 29, 2022, Romeo Power, Inc. (Romeo) filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC and has and may file amendments thereto. Nikola and Romeo may also file other documents with the SEC related to the transaction. This document is not a substitute for the Registration Statement,
the Tender Offer Statement, the Solicitation/Recommendation Statement or any other document that Nikola or Romeo may file with the SEC related to the transaction (collectively, the Exchange Offer Materials).
Additional Information and Where to Find It
THE
EXCHANGE OFFER MATERIALS (INCLUDING A PROSPECTUS/OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
CONTAIN IMPORTANT INFORMATION. THE COMPANYS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE
COMPANYS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Prospectus/Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders of the Companys stock at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement are available for free at the SECs website at
www.sec.gov. Additional copies may be obtained for free by contacting Investor Relations, Corporate Secretary at Romeo Power, Inc., 5560 Katella Avenue, Cypress, California 90630 (for documents filed by the Company) or Investor Relations,
Corporate Secretary at Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040 (for documents filed by Nikola).
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Forward-Looking Statements
This communication contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to the Company and
the acquisition of Romeo by Nikola that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Any statements that refer to projections,
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 terminology such as may,
should, could, would, expect, plan, anticipate, contemplate, intend, believe, estimate, continue, goal,
project or the negative of such terms or other similar terms. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction, the Companys plans,
objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated 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 by the forward-looking statements, including the following: risks related to the ability of the Company to consummate
the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of the Companys shares being validly tendered into the
exchange offer to meet the minimum condition; the Companys ability to secure regulatory approvals on the terms expected in a timely manner or at all; the ability to realize the anticipated benefits of the proposed transaction, including the
possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational
relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Companys common stock or on the Companys operating results; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction, risks that the Company is unsuccessful in integrating potential acquired businesses and product lines; risks of decreased revenues due to pricing
pressures or lower product volume ordered from customers; risks that our products, and services fail to interoperate with third-party systems; potential price increases or lack of availability of third-party technology, battery cells, components or
other raw materials that we use in our products; potential disruption of our products, offerings, and networks; our ability to deliver products and services following a disaster or business continuity event; risks resulting 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 if required; potential unauthorized use of our products and technology by third
parties; potential impairment charges related to our long-lived assets, including our fixed assets and equity method investments; changes in applicable laws or regulations, including tariffs and similar charges; potential failure to comply with
privacy and information security regulations governing the client datasets we process and store; the possibility that the novel coronavirus (COVID-19) pandemic may adversely affect our
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future results of operations, financial position and cash flows; the possibility that Russias invasion of Ukraine may result in continued price increases or lack of availability of certain
raw materials; 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 together with the other cautionary statements
included in this and other communications we file with or furnish to the Securities and Exchange Commission (SEC), including the information in Item 1A. Risk Factors included 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
materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.
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