- Deadline for Romeo stockholders to tender shares is less
than 48 hours away: Midnight, Eastern Time, at the end of the day
Wednesday, October 12, 2022, unless
extended
- Romeo stockholders who own shares of Romeo common stock
through a broker or nominee should contact such broker or nominee
to tender as soon as possible to allow sufficient time to meet
broker processing deadlines
- Romeo stockholders should contact Alliance Advisors for
assistance by calling toll-free at (855) 643-7453 or by
emailing nkla@allianceadvisors.com
- If less than a majority of the outstanding shares of Romeo's
common stock are tendered, the Offer cannot be completed by Nikola
and no shares will be exchanged
PHOENIX, Oct. 11,
2022 /PRNewswire/ -- Nikola Corporation (Nasdaq:
NKLA) ("Nikola"), a provider of zero-emissions transportation and
energy infrastructure solutions, today reminds Romeo Power, Inc. (NYSE: RMO) ("Romeo")
stockholders to tender their shares into its exchange offer (the
"Offer") to purchase all outstanding shares of common stock of
Romeo.
Romeo stockholders who want to participate in the Offer must
tender their shares, as the Offer is scheduled to expire at
midnight, Eastern Time, at the end of the day Wednesday, October 12, 2022, unless extended
further. If less than a majority of the outstanding shares of Romeo
common stock are tendered, the Offer cannot be completed by Nikola
and no shares will be exchanged. As a result, Romeo stockholders'
investment may be subject to substantial risks that are described
in the Exchange Offer Materials.
Romeo stockholders should act as soon as possible to ensure
they meet specific broker processing requirements and can validly
tender their shares before the deadline.
IMPORTANT INSTRUCTIONS FOR ROMEO STOCKHOLDERS ON HOW TO
TENDER THEIR SHARES
- Romeo stockholders should contact Alliance Advisors with any
questions or to request documents and assistance at (855)
643-7453 (Romeo stockholders call toll-free) or (973)
873-7700 (bankers and brokers call collect), or email at
nkla@allianceadvisors.com.
- Romeo stockholders who hold shares of Romeo common stock
through a broker, dealer, commercial bank, trust company or other
nominee should instruct such broker or other nominee to tender
their shares. The process for tendering shares varies depending on
where they are held, so Romeo stockholders should contact their
broker or nominee by phone or email. Please do so promptly to
allow sufficient time to meet any broker processing deadlines
before the Offer expiration on October 12,
2022.
Contact information for commonly used brokers:
- Call TD Ameritrade at 888-723-8504, option 1
- Call Fidelity at 800-343-3548 and respond "Corporate Actions"
to the automated voice prompt.
-
- If asked if you are calling about a tender offer by the
automated system, respond "Yes."
- If asked for further options by the automated system, respond
"Portfolio Actions Advisory Services."
- When you reach an advisor, indicate you are calling regarding
the exchange offer by Nikola Corporation to purchase all
outstanding shares of Romeo Power,
Inc.'s common stock.
- Call E-Trade at 1-800-661-4587 for the Corporate Actions line
directly. If you follow a text or email message you receive from
E-Trade and call 1-800-387-2331, respond "Corporate Actions" to the
automated voice response.
-
- Once prompted, you should indicate you are calling regarding
the exchange offer by Nikola Corporation to purchase all
outstanding shares of Romeo Power,
Inc.'s common stock.
- Contact Robinhood at https://robinhood.com/contact
-
- To participate, please include the stock symbol for the offer
(RMO) and the number of shares you'd like to participate
with.
- For brokers not listed above, Romeo stockholders should contact
their broker's customer service department and ask to speak
with Corporate Actions. From here, Romeo stockholders
should be directed to someone who can help.
Romeo stockholders who have previously tendered their shares do
not need to re-tender their shares or take any other action as a
result of the extension of the Offer.
About Nikola Corporation
Nikola Corporation is 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. Founded in 2015,
Nikola Corporation is headquartered in Phoenix, Arizona.
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 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"), as amended on
September 27, 2022, 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"). 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 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; risks related to Romeo's business if
the proposed transaction is not consummated; 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.
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SOURCE Nikola Corporation
