PHOENIX, Oct. 13,
2022 /PRNewswire/ -- Nikola Corporation (Nasdaq:
NKLA) ("Nikola"), a provider of zero-emissions transportation and
energy infrastructure solutions, today announced the
successful completion of its exchange offer (the "Offer") to
purchase all outstanding shares of common stock of Romeo Power, Inc. (NYSE: RMO).
The Offer expired at midnight, Eastern Time, at the end of
October 12, 2022, and was not
extended. As of the expiration of the Offer, a total of
approximately 93.16 million shares of Romeo common stock had been
validly tendered and received, and not validly withdrawn, pursuant
to the Offer, representing approximately 50.1% of outstanding
shares of Romeo common stock immediately after consummation of the
Offer.
The total number of shares tendered satisfied the minimum
condition of the Offer, which required the tender by Romeo's
stockholders of shares representing a majority of the outstanding
Romeo common stock. All other conditions to the Offer having been
satisfied or waived, Nikola will accept for payment, and expects to
promptly pay for, all shares validly tendered into and not
withdrawn from the Offer.
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 intends to proceed with the acquisition of Romeo in which
a newly formed subsidiary of Nikola will be merged into Romeo, and
any remaining shares of Romeo common stock that were not tendered
in the exchange offer will be canceled and converted into the right
to receive the same consideration as provided for in the exchange
offer. Once the transaction is completed, Romeo will become a
wholly owned subsidiary of Nikola and Romeo common stock will no
longer be listed or traded on the New York Stock Exchange.
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, Nikola's expectations regarding
payment and closing, 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 risk of litigation
related to the merger; the effectiveness of the Registration
Statement; 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 and not withdrawn; 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.
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SOURCE Nikola Corporation