CIIG Merger Corp. (NASDAQ: CIIC) (“CIIG”), a US publicly-traded
special purpose acquisition company, announced today that Arrival
Group has filed with the U.S. Securities and Exchange Commission
(“SEC”) a registration statement on Form F-4 (the “Registration
Statement”), which contains a preliminary proxy
statement/prospectus, in connection with CIIG’s recently-announced
proposed business combination with Arrival S.à r.l. (“Arrival”),
the company creating electric vehicles (“EVs”) with its
game-changing technologies. The business combination is to be
effected through a newly created holding company, Arrival Group,
whereby CIIG and Arrival will become wholly-owned subsidiaries of
Arrival Group. The combined company will add Peter Cuneo, CIIG’s
Chairman and CEO, as Non-Executive Chairman to its post-closing
Board of Directors. While the Registration Statement has not yet
become effective and the information contained therein is subject
to change, it provides important information about CIIG, Arrival,
Arrival Group and the proposed business combination.
CIIG’s Class A common stock is currently traded on NASDAQ under
the symbol “CIIC.” In connection with the closing of the
transaction, Arrival Group’s ordinary shares will be Nasdaq-listed
under the new ticker symbol “ARVL”. Completion of the transaction,
which is expected in the first quarter of 2021, is subject to
approval by CIIG stockholders, the Registration Statement being
declared effective by the SEC and other customary closing
conditions.
Institutional investors (including funds managed by BlackRock,
Fidelity Management & Research Company LLC, Wellington
Management and BNP Paribas Asset Management Energy Transition Fund)
have committed to a private investment of $400 million in Class A
common stock of CIIG, which will be converted into ordinary shares
of Arrival Group upon the closing of the business combination. The
private investment will close concurrently with the business
combination. Subject to any redemptions by CIIG stockholders, there
is approximately $259.8 million in cash currently held in CIIG’s
trust account. It is anticipated that the combined company will
have approximately $659.8 million in gross cash proceeds to fund
growth.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed transaction, Arrival Group, a
subsidiary of Arrival that will become the holding company of CIIG
and Arrival, has filed the Registration Statement with the U.S.
Securities and Exchange Commission (the “SEC”) that includes a
proxy statement of CIIG that also constitutes a prospectus of
Arrival Group. CIIG, Arrival Group and Arrival urge investors,
stockholders and other interested persons to read the Registration
Statement, including the preliminary proxy statement/prospectus and
amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein, when available, as
well as other documents filed with the SEC in connection with the
proposed transaction, as these materials contain and will contain
important information about Arrival Group, Arrival, CIIG and the
proposed transaction. When available, the definitive proxy
statement/prospectus will be mailed to CIIG’s stockholders.
Stockholders will also be able to obtain copies of such documents,
without charge at the SEC’s website at www.sec.gov, or by directing
a request to: CIIG Merger Corp., 40 West 57th Street, 29th Floor,
New York, NY 10019 or Arrival S.à r.l., 1, rue Peternelchen, L-2370
Howald, Luxembourg.
Participants in the Solicitation
CIIG, Arrival Group and Arrival and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of CIIG’s stockholders in connection with
the proposed transaction. Investors and security holders may obtain
additional information regarding the names, affiliations and
interests of CIIG’s directors and executive officers in CIIG’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on March 27, 2020. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of CIIG’s stockholders
in connection with the proposed transaction will be set forth in
the preliminary and definitive proxy statement/prospectus for the
proposed transaction when available. Information concerning the
interests of CIIG’s participants in the solicitation, which may, in
some cases, be different than those of CIIG’s equity holders
generally, will be set forth in the preliminary and definitive
proxy statement/prospectus relating to the proposed transaction
when available.
About Arrival
Arrival is reinventing the automotive industry with its entirely
new approach to the design and assembly of electric vehicles. Low
CapEx, rapidly scalable Microfactories combined with proprietary
in-house developed components, materials and software, enable the
production of best in class vehicles competitively priced to fossil
fuel variants and with a substantially lower total cost of
ownership. This transformative approach provides cities globally
with the solutions they need to create sustainable urban
environments and exceptional experiences for their citizens.
Arrival was founded in 2015 and is headquartered in the United
Kingdom, with over 1,300 global employees located in offices across
the United States, Germany, Netherlands, Israel, Russia, and
Luxembourg. The company is deploying its first two microfactories
in South Carolina, US and Bicester, UK in 2021.
About CIIG Merger Corp.
CIIG Merger Corp. (NASDAQ: CIIC) is a Delaware special purpose
acquisition company founded by Peter Cuneo, Gavin Cuneo and Michael
Minnick for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. CIIG’s
units, Class A common stock and warrants trade on the NASDAQ under
the ticker symbols “CIICU,” “CIIC,” and “CIICW” respectively.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including
statements regarding the benefits of the proposed transaction, the
anticipated timing of the proposed transaction, the products
offered by Arrival and the markets in which it operates, and
Arrival Group’s projected future results. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Such statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and are based on management’s belief or interpretation
of information currently available. 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 document, including, but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of CIIG’s securities, (ii) the risk that the transaction may not be
completed by CIIG’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by CIIG, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
business combination agreement by the stockholders of CIIG and
Arrival, the satisfaction of the minimum trust account amount
following redemptions by CIIG’s public stockholders and the receipt
of certain governmental and regulatory approvals, (iv) the lack of
a third party valuation in determining whether or not to pursue the
proposed transaction, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement, (vi) the impact of COVID-19 on
Arrival’s business and/or the ability of the parties to complete
the proposed transaction; (vii) the effect of the announcement or
pendency of the transaction on Arrival’s business relationships,
performance, and business generally, (viii) risks that the proposed
transaction disrupts current plans and operations of Arrival and
potential difficulties in Arrival employee retention as a result of
the proposed transaction, (ix) the outcome of any legal proceedings
that may be instituted against Arrival Group, Arrival or CIIG
related to the business combination agreement or the proposed
transaction, (x) the ability to maintain the listing of CIIG’s
securities on the NASDAQ Stock Market, (xi) the price of CIIG’s and
the post-combination company’s securities may be volatile due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Arrival operates, variations in
performance across competitors, changes in laws and regulations
affecting Arrival business and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xiii) the risk of downturns and the possibility of
rapid change in the highly competitive industry in which Arrival
operates, (xiv) the risk that Arrival and its current and future
collaborators are unable to successfully develop and commercialize
Arrival’s products or services, or experience significant delays in
doing so, (xv) the risk that the post-combination company may never
achieve or sustain profitability; (xvi) the risk that the
post-combination company will need to raise additional capital to
execute its business plan, which may not be available on acceptable
terms or at all; (xvii) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xviii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their
obligations; (xix) the risk that the utilization of Microfactories
will not provide the expected benefits due to, among other things,
the inability to locate appropriate buildings to use as
Microfactories, Microfactories needing a larger than anticipated
factory footprint, and the inability of Arrival to deploy
Microfactories in the anticipated time frame; (xx) the risk that
the orders that have been placed for vehicles, including the order
from UPS, are cancelled or modified; (xxi) that Arrival has
identified material weaknesses in its internal control over
financial reporting which, if not corrected, could adversely affect
the reliability of Arrival’s financial reporting (xxii) the risk of
product liability or regulatory lawsuits or proceedings relating to
Arrival’s products and services; (xxiii) the risk that Arrival is
unable to secure or protect its intellectual property; and (xxiv)
the risk that the post-combination company’s securities will not be
approved for listing on the NASDAQ Stock Market or if approved,
maintain the listing. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of CIIG’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, the Registration Statement and proxy
statement/prospectus discussed above and other documents filed by
CIIG from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Arrival Group,
Arrival and CIIG assume no obligation and do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither Arrival
Group, Arrival nor CIIG gives any assurance that either Arrival
Group, Arrival or CIIG will achieve its expectations.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
PRIIPs / Prospectus Regulation /IMPORTANT – EEA AND UK RETAIL
INVESTORS
The ordinary shares to be issued by Arrival Group in the
proposed transaction (the “Ordinary Shares”) are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the EEA or in the UK. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within
the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 (this Regulation together with any
implementing measures in any member state, the “Prospectus
Regulation”). Consequently, no offer of securities to which this
announcement relates, is made to any person in any Member State of
the EEA which applies the Prospectus Regulation who are not
qualified investors for the purposes of the Prospectus Regulation,
is made in the EEA and no key information document required by
Regulation (EU) No. 1286/2014 (as amended the “PRIIPs Regulation”)
for offering or selling the Ordinary Shares or otherwise making
them available to retail investors in the EEA or in the United
Kingdom will be prepared and therefore offering or selling the
Ordinary Shares or otherwise making them available to any retail
investor in the EEA or in the United Kingdom may be unlawful under
the PRIIPs Regulation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201215005567/en/
For CIIG Media and Investors info@ciigcorp.com
For Arrival Media, Victoria Tomlinson pr@arrival.com
Investors ir@arrival.com
Arrival (NASDAQ:ARVL)
Historical Stock Chart
From Apr 2024 to May 2024
Arrival (NASDAQ:ARVL)
Historical Stock Chart
From May 2023 to May 2024