| From: Glenn Petersen | 1/29/2021 7:07:25 AM | | | | | | Alussa Energy Acquisition Corp. (stock symbol: ALUS), a SPAC that raised $250 million when it went public in November 2019, has agreed to merge with FREYR, self-described as a "developer of clean, nest-generation battery cells.
ALUS is trading at $13.05 in the premarket, up $2.76 from yesterday's close.
No investor presentation has been filed yet.
FREYR, a Developer of Clean, Next-Generation Battery Cells, to List on NYSE Through a Business Combination with Alussa Energy Acquisition Corp.
-- FREYR has entered into a definitive business combination agreement with Alussa Energy Acquisition Corp. (NYSE: ALUS); upon closing, the combined company will be renamed “FREYR Battery” and be listed on the New York Stock Exchange under the new ticker symbol “FREY”
-- FREYR’s mission is to accelerate the decarbonization of transportation and energy systems by delivering the world’s cleanest and most cost-effective batteries
-- FREYR is expected to receive approximately $850 million in equity proceeds as a part of the business combination, enabling the company to accelerate the development of up to 43 GWh of clean battery cell manufacturing capacity in Norway by 2025
-- Transaction includes a $600 million fully committed Private Investment in Public Equity (“PIPE”) anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research Company LLC, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation
-- 100% of FREYR’s existing shares will roll over into in the combined company
-- Pro forma equity value of the combined company would be approximately $1.4 billion
January 29, 2021 01:47 AM Eastern Standard Time
NEW YORK, NY & OSLO, Norway--( BUSINESS WIRE)--FREYR AS, (the “Company” or “FREYR”), a Norway-based developer of clean, next-generation battery cell production capacity, today announced that it will become a publicly listed company through a business combination with Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS), a Cayman Islands exempted, publicly listed special purpose acquisition company (“SPAC”). The transaction represents a pro forma equity value of $1.4 billion for the combined company upon closing which will be named “FREYR Battery” (“Pubco”). Pubco’s common stock is expected to start trading on the New York Stock Exchange under the ticker symbol FREY upon closing, expected in the second quarter of 2021.
“As a hedge fund primarily focused on investing across the energy eco-chain, we view FREYR as one of the most exciting investment opportunities in the energy transition movement, particularly given the Company’s potential to deliver innovative electrification solutions through a sustainable and clean platform.”
Tweet thisFREYR is targeting development of up to 43 GWh of battery cell production capacity in Norway by 2025 to position the Company as one of Europe’s largest battery cell suppliers. FREYR expects to deliver safer, higher energy density and lower cost clean battery cells made with renewable energy from an ethically and sustainably sourced supply chain. The Company’s ambition is to become the battery cell producer with the lowest lifecycle carbon footprint in the world. FREYR plans to utilize Norway’s inherent advantages, including access to renewable energy, some of Europe’s lowest electricity prices and shorter delivery distances to main markets in Europe and the US as compared to competitors in Asia.
The Company is partnering strategically on next-generation semi-solid battery cell technology that is expected to materially reduce manufacturing costs and provide a highly competitive market position for FREYR. The Company’s solutions will address the rapidly growing global markets for electric vehicles, energy storage, and marine applications, representing an estimated addressable market of about 5,000 GWh per year by 2030.
Daniel Barcelo, Chief Executive Officer and Founder of Alussa Energy, commented, “We are excited and privileged to partner with FREYR, as this transaction represents a compelling investment opportunity to address the rapidly growing market for electrification of global transportation and energy systems. Furthermore, Norway with its entrepreneurial cities like Mo i Rana provide a great foundation for FREYR’s Gigafactories. We evaluated over 75 investment opportunities across the global energy and energy transition sectors since our IPO in late 2019, and FREYR clearly stood out as a frontline player in adopting leading-edge battery technology to address a significant and growing market with a unique commitment to full-cycle sustainability. We have full confidence that FREYR’s experienced execution team, combined with the capital resources from this transaction, including strategic investors Koch Strategic Platforms and Glencore, makes the Company well-positioned to play a transformational role in decarbonizing global energy and transportation markets.”
Tom Jensen, Chief Executive Officer of FREYR, said, “We believe the combination of foundational capital from committed investors with commercially available, advanced battery solutions is the fastest way to accelerate the energy transition. FREYR is dedicated to delivering one of the most sustainable and cost-effective clean battery cells based on 100% renewable energy and ethically sourced raw materials. We are truly excited to share our ambition with Alussa Energy and some of the leading international investors as we embark on our plan for the production of one of the most environmentally friendly battery cells in the world. We believe our partnership-based business model positions FREYR to accelerate long-term value creation by targeting sustainable, superior returns to our shareholders and stakeholders.”
Torstein Dale Sjøtveit, Founder and Executive Chairman of FREYR, continued, “FREYR has attracted a diversified and experienced team, partners and initial customers in a short period of time. The capital raise and NYSE listing add further momentum to our progress and positions us as a catalyst for European battery cell production and the Nordic battery ecosystem. We see this transaction as a strong confirmation of FREYR’s growth potential enabled by cutting-edge technology and access to clean renewable energy. Moving ahead, FREYR will focus on executing our project plans, attracting more talent, cultivating partnerships and providing our customers with sustainable and cost-effective clean battery cells.”
Todd Kantor, Portfolio Manager of Encompass Capital Advisors LLC, a Member of Alussa Energy’s Sponsor, added, “As a hedge fund primarily focused on investing across the energy eco-chain, we view FREYR as one of the most exciting investment opportunities in the energy transition movement, particularly given the Company’s potential to deliver innovative electrification solutions through a sustainable and clean platform.”
Transaction Overview
The business combination values the combined company at an implied $1.4 billion pro forma equity value. The transaction will provide an estimated $850 million of net proceeds to the Company, assuming no redemptions by Alussa Energy shareholders, including a $600 million fully committed PIPE at $10.00 per share of the Company anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research Company LLC, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation. 100% of FREYR’s existing shares will roll over into the combined company.
The transaction implies an equity value of FREYR of approximately $410 million. Current FREYR shareholders (fully diluted) are expected to own approximately 30% of the combined company after transaction close, representing an exchange ratio of approximately 0.179031 of shares of the combined company for each share of FREYR based on the currently available information and assuming a $600 million PIPE.
The boards of directors of both Alussa Energy and FREYR have approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by Alussa Energy’s and FREYR’s shareholders and satisfaction or waiver of other customary conditions set forth in the definitive documentation.
Additional information about the proposed transactions contemplated by the business combination agreement (the “Transaction”), including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Alussa Energy with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Advisors
Credit Suisse Securities (USA) LLC acted as the equity capital markets advisor to Alussa Energy. Credit Suisse Securities (USA) LLC, BTIG, LLC and BTIG Norway AS acted as the financial advisors to Alussa Energy. Skadden Arps, Slate, Meagher & Flom LLP served as M&A legal counsel to Alussa Energy, Ellenoff Grossman & Schole LLP served as securities counsel to Alussa Energy, Wiersholm AS served as Norwegian counsel to Alussa Energy, and Appleby (Cayman) Ltd served as Cayman Islands legal counsel to Alussa Energy. Rystad Energy and Sustainable Governance Partners acted as business and environmental, social and governance advisors, respectively, to Alussa Energy. Kite Hill PR LLC acted as the public relations advisor to Alussa Energy.
Wilson Sonsini Goodrich & Rosati P.C. served as U.S. legal counsel to FREYR, and Advokatfirmaet BAHR AS, served as Norwegian legal counsel to FREYR. Crux Advisers AS acted as investor relations and communications adviser to FREYR.
Credit Suisse Securities (USA) LLC, BTIG, LLC and Pareto Securities AS served as placement agents for the PIPE financing. Davis Polk & Wardwell LLP served as legal counsel to the placement agents.
Investor Webcast / Conference Call Information
FREYR and Alussa Energy will host a joint investor conference call to discuss the proposed business combination today, Friday, January 29, 2021 at 8:00 EST/14:00 CET.
To follow the conference call via webcast, please use this link:
cts.businesswire.com
To listen to the prepared remarks via telephone, please dial
US: +1-833-350-1443
NO: +47 23 96 63 25
Conference ID: 4357642
<snip>
Press Release Link |
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| To: Glenn Petersen who wrote (3177) | 1/29/2021 7:24:28 AM | | From: petal | | | | That's great. Screw 'em, they're all corrupt.
Maybe in future we can buy directly from exchanges?
Because in thruth, what are brokers function today? Who needs 'em?
They are just gate-keepers who have been left at their post because of tradition.
Well, **** tradition. |
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| From: sixty2nds | 1/29/2021 8:57:06 AM | | | | | | seekingalpha.com
Nerdy to go public via merger with TPG Pace Tech Opportunities at $1.7B valuation
Jan. 29, 2021 8:05 AM ET TPG Pace Tech Opportunities Corp. (PACE) By: Niloofer Shaikh, SA News Editor
Nerdy Inc. to list on NYSE through a business combination with a SPAC TPG Pace Tech Opportunities (NYSE: PACE) at $1.7B valuationNerdy has built a comprehensive online learning destination that enables the delivery of scaled, high-quality live learning for people of all ages across thousands of subjects and multiple learning formats.Upon closing of the transaction in early 2Q21, TPG Pace Tech Opportunities will redomicile as a Delaware corporation and be renamed Nerdy, Inc. and will trade on NYSE under the ticker symbol “NRDY” and “NRDY WS”.Nerdy’s annualized revenue surpassed $120M 2H20 and achieved 87% online revenue growth, 59% online paid active learner growth and 169% paid online sessions growth in Q4. Cash proceeds raised in the transaction will be used to fund operations, support growth and expand the Nerdy platform.TPG Pace Group has sponsored five SPACs and raised more than $3B since 2015.Transaction provides up to $750M in cash proceeds, including a fully committed PIPE of $150M, forward purchase agreements of $150M and up to $450M held in TPG Pace Tech Opportunities’ trust account.Existing investors, including TCV, Learn Capital, Chan Zuckerberg Initiative and existing management are expected to retain more than 50% ownership stake in the company.Owners post-transaction: PACE shares up 6.1% premarket.
See all stocks on the move »
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| To: kidl who wrote (3181) | 1/29/2021 12:13:38 PM | | From: petal | | | | | "Anything can IPO! You can IPO, I can IPO! You get an IPO... you get an IPO... you get an IPO... everybody gets an IPO!!!" |
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| To: Triffin who wrote (3149) | 1/29/2021 4:51:36 PM | | From: Triffin | | | | SPACs with announced DAs
61 Agreed Deals waiting for final shareholder vote to approve ..
P&L assumes initial purchase at price available on day of DA announcement ..
$$CASH is realized P&L for closed deals on last trading day as a SPAC ..
6 Wins .. 2 Losses ..
Triff .. |
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| From: Glenn Petersen | 1/29/2021 10:45:33 PM | | | | | | Bloomberg is reporting that Software Acquisition Group Inc. II (stock symbol:) SAII, a SPAC that raised approximately $172 million when it went public in September 2020, is in talks to merge with Otonomo, an Israeli startup that operates a data platform linked to millions of connected cars,
SAII was trading at $12.20 in the aftermarket
Israeli Startup Otonomo Nearing Merger With Software SPAC
By Gillian Tan, David Welch, and Edward Ludlow
Bloomberg
January 29, 2021, 4:29 PM CST Updated on January 29, 2021, 4:44 PM CST
-- Platform is fueled by data from more than 22 million vehicles
-- Otonomo’s earlier investors include Bessemer, Avis, Maniv
Otonomo, an Israeli startup that operates a data platform linked to millions of connected cars, is in talks to go public through a merger with Software Acquisition Group Inc. II, according to a person with knowledge of the matter.
The special purpose acquisition company is in talks to raise new equity to support a transaction that could be announced as soon as next week, said the person, who requested anonymity because the information isn’t public. The deal size couldn’t immediately be learned and it’s possible that, as with any deal that isn’t finalized, talks could collapse.
A representative for Software Acquisition Group declined to comment. Representatives for Otonomo didn’t immediately respond to requests for comment.
The SPAC’s shares rose 18% in after-hours trading on Friday.
Otonomo, led by Chief Executive Officer and founder Ben Volkow, takes over 4 billion data points per day from more than 22 million connected vehicles, according to its website.
The data is used for emergency services, mapping, parking and predictive maintenance, and partners include BMW AG, Daimler AG, Mitsubishi Motors Corp. and Mercedes-Benz.
The company last year raised fresh capital from investors including SK Holdings Co., Avis Budget Group, Maniv Mobility, Alliance Ventures and Bessemer Venture Partners. It was valued at about $465 million after that funding round, PitchBook data shows.
Software Acquisition Group, led by CEO Jonathan Huberman, raised $172.5 million in a September initial public offering and said at the time that it intends to focus its search on software companies.
Huberman’s first SPAC in October merged with CuriosityStream Inc., a media company that specializes in documentaries, among other features.
(Updates trading in fourth paragraph)
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