- Romeo's Board of Directors has unanimously recommended that
Romeo stockholders tender their
shares in the Offer
- The Offer represents an approximately 34% premium based on
Nikola's and Romeo's closing share
price on July 29, 2022
- Stockholders can contact Alliance Advisors with
questions related to the Offer by calling toll-free at
(855) 643-7453 or by emailing nkla@allianceadvisors.com
PHOENIX, Sept. 20,
2022 /PRNewswire/ -- Nikola Corporation (Nasdaq:
NKLA), a provider of zero-emissions transportation and energy
infrastructure solutions, is reminding Romeo Power, Inc.'s (NYSE: RMO) stockholders
that it has commenced an exchange offer ("the Offer") to purchase
all outstanding shares of common stock of Romeo. Nikola and Romeo
jointly announced that the companies entered into a definitive
agreement for this all-stock transaction on August 1, 2022.
Under the terms of the merger agreement, Romeo stockholders will
receive 0.1186 of a share of Nikola common stock for each Romeo
share, representing an equity value of approximately 4.5% pro forma
ownership of Nikola.
Nikola is urging Romeo stockholders to tender their shares
before the deadline of midnight, Eastern Time, at the end of
September 26, 2022. If less
than a majority of the outstanding shares of Romeo's common stock
are tendered, the Offer cannot be completed. Nikola believes
that the Offer represents significant value for Romeo stockholders
and the ability to participate in the future of a combined company
that is working to create a zero-emissions future.
Important Instructions for Tendering Shares
Alliance Advisors is acting as Information Agent for the Offer
and Continental Stock Transfer & Trust Company is acting as
Exchange Agent in the Offer. To request documents and assistance,
Romeo stockholders should contact Alliance Advisors by telephone at
(855) 643-7453 (Romeo stockholders call toll-free) or
(973) 873-7700 (bankers and brokers call collect) or by
email at nkla@allianceadvisors.com.
If Romeo stockholders hold shares through a broker, dealer,
commercial bank, trust company or other nominee, these shares can
be tendered by instructing such broker or other nominee prior to
the expiration on September 26, 2022.
Stockholders should contact their broker or other nominee promptly
to allow sufficient time to tender.
Additional Information and Where to Find It
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 preliminary 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 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 have 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 have 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"). THE EXCHANGE OFFER MATERIALS CONTAIN
IMPORTANT INFORMATION. ROMEO STOCKHOLDERS ARE URGED TO READ THESE
DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO TIME) CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ROMEO
COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
EXCHANGING THEIR COMMON STOCK. The Exchange Offer Materials are
available to all Romeo stockholders at no expense to them. The
Exchange Offer Materials are available for free on the SEC's
website at www.sec.gov. Copies of the documents filed with the SEC
by Nikola are also available free of charge by contacting Investor
Relations, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040. Copies of the
documents filed with the SEC by Romeo are also available free of
charge by contacting Investor Relations, Corporate Secretary,
Romeo Power, Inc., 5560 Katella
Avenue, Cypress, California
90630.
In addition to the Exchange Offer Materials, Nikola and Romeo
file annual, quarterly and current reports and other information
with the SEC. You may read any reports or other information filed
by Nikola and Romeo at www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of federal securities laws, including statements
relating to the exchange offer, the proposed merger, the
anticipated benefits of the transaction, and Nikola's expectations
regarding the closing of the merger. These forward-looking
statements generally are identified by words such as "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited: risks related to the ability of
Nikola 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 Romeo's shares being validly tendered into the
exchange offer to meet the minimum condition; the ability of Romeo
and Nikola to receive the required regulatory approvals for the
proposed acquisition of Romeo by Nikola; the occurrence of events
that may give rise to a right of one or both of the parties to
terminate the merger agreement; Nikola's ability to successfully
integrate Romeo's battery pack production into its business;
Nikola's ability to realize expected synergies; 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; the risk that disruption from the
proposed transaction may make it more difficult to maintain
business and operational relationships; the potential negative
effects of the announcement or the consummation of the proposed
transaction on the market price of Nikola's common stock or on its
business or operating results; the risk of litigation or regulatory
actions related to the proposed transaction; the effect of the
announcement or pendency of the transaction on Romeo's business
relationships, operating results, and business generally; risks
relating to significant transaction costs or known or unknown
liabilities; risks associated with third party contracts containing
consent or other provisions that may be triggered by the proposed
transaction; and the ability of the parties to retain and hire key
personnel. There can be no assurance that the proposed transaction
or any other matters described above will in fact be consummated in
the manner described or at all.
For additional information regarding factors that may cause
actual results to vary materially from those stated in
forward-looking statements, see the reports of Nikola and Romeo on
Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC from
time to time. These forward-looking statements are made only as of
the date hereof and Nikola disclaims any obligation to update any
forward-looking statement, except as required by law.
About Nikola Corporation
As a designer and
manufacturer of zero-emission battery-electric and
hydrogen-electric vehicles, electric vehicle drivetrains, vehicle
components, energy storage systems, and hydrogen station
infrastructure, Nikola Corporation is driven to revolutionize the
economic and environmental impact of commerce as we know it today.
Founded in 2015, Nikola Corporation is headquartered in
Phoenix, Arizona.
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