Nxu, Inc., (NASDAQ: NXU) (“Nxu”, “the Company”), a domestic
technology company focused on energy storage and charging solutions
for the infrastructure we need to power our electrified future, has
filed a registration statement on Form S-4 with the Securities and
Exchange Commission (“SEC”) relating to the previously announced
proposed merger ( the “Merger”) with Verde Bioresins, Inc.
(“Verde”), a leader in sustainable product innovation and
full-service bioplastics production.
As previously announced on October 24, 2024, Nxu and Verde have
entered into a merger agreement pursuant to which Nxu will acquire
all of the issued and outstanding common shares of Verde in an
all-stock transaction. Upon closing of the Merger, the combined
company is expected to be renamed Verde Bioresins, Corp. and list
its common stock on Nasdaq under the new ticker symbol “VRDE.”
The registration statement includes a preliminary prospectus and
proxy statement in connection with the Merger. Although the
registration statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about Nxu, Verde and the Merger.
Upon the closing of the Merger, it is expected that pre-Merger
Verde stockholders will own approximately 95% of the combined
company and pre-Merger Nxu stockholders will own approximately 5%
of the combined company, in each case, on a fully-diluted and
as-converted basis, and assuming Nxu’s aggregate enterprise value
is approximately $16.2 million. For purposes of determining the
exchange ratio in the transaction, Verde has been ascribed an
aggregate enterprise value of approximately $306.9 million, and
Nxu’s aggregate enterprise value will be an amount equal to
approximately $16.2 million, less an amount equal to the excess of
certain lease payments remaining unpaid at closing over Nxu’s cash
balance at closing.
The closing of the Merger is expected to occur in the first
quarter 2025, subject to approval of Nxu’s stockholders, the
registration statement being declared effective, approval of the
combined company’s stock for trading on Nasdaq, approval of Verde’s
stockholders and the satisfaction of other customary closing
conditions.
“Filing the S-4 is a critical step toward completion of the
Merger, marking the start of the SEC review process,” said Nxu
Founder, Chairman, and CEO Mark Hanchett. “The Board believes in
the potential long-term value creation from this combination, and
urges shareholders to read the S-4 and proxy statement/prospectus
and any amendments to such documents before making any voting or
investment decision with respect to the Merger.”
About VerdeVerde is committed
to pioneering sustainable solutions to the plastics problem in the
form of biobased, biodegradable and recyclable PolyEarthylene
resins. Verde is addressing the Growing Global Plastic Pollution
Crisis: 85% of all plastics in the United States end up in a
landfill, taking hundreds of years or more to decompose. Through
its sustainable product innovation and proprietary technology,
Verde provides comprehensive design and development solutions for
companies seeking alternatives to conventional plastics. Verde
targets food service, consumer goods, skincare and beauty,
automotive, agricultural, and other packaging end markets with
resins for blown film, thermoform, injection molding and blow
molding applications. For additional information, please visit
verdebioresins.com
About Nxu, Inc. Nxu, Inc.
is a domestic technology company leveraging its intellectual
property and innovations to support e-Mobility and energy
storage solutions. For more information, visit
www.nxuenergy.com.
AdvisorsLake Street Capital
Markets, LLC has provided a fairness opinion to the Nxu Board in
connection with the proposed transaction. Snell & Wilmer L.L.P.
is serving as legal counsel to Nxu in connection with the proposed
transaction.
Roth Capital Partners, LLC is serving as
financial advisor to Verde. Wilmer Cutler Pickering Hale and Dorr
LLP is serving as legal counsel to Verde in connection with the
proposed transaction.
Proxy Solicitor Information and
Shareholder QuestionsNxu’s shareholders who have questions
should contact info@nxuenergy.com
It is anticipated that the Nxu special
shareholder meeting will take place in the first quarter of 2025.
Nxu’s proxy solicitation will be handled by D.F. King & Co.
Forward-Looking Statements Certain
statements in this press release may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can typically be
identified by such words as “aim”, “anticipate,” “believe,”
“continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,”
“intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,”
“potential,” “project,” “should,” “will,” and variations of such
words and other similar expressions.
These forward-looking statements are only
predictions based on current expectations and assumptions and are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified. There are important factors that could
cause actual results to differ materially from the results
expressed or implied by forward-looking statements, including the
risk factors set forth under “Risk Factors” in Part I, Item 1A of
Nxu’s Annual Report on Form 10-K for the fiscal year ended December
31, 2023, set forth in Nxu’s subsequent Quarterly Reports on Form
10-Q or set forth in Nxu’s other filings with the SEC, and any of
the following: (i) the expected timing to consummate the Merger
and/or the transactions contemplated by the Merger Agreement; (ii)
the satisfaction (or waiver) of closing conditions to the
consummation of the Merger and/or the transactions contemplated by
the Merger Agreement, including obtaining stockholder approvals and
any required regulatory clearances; (iii) potential litigation
relating to the Merger and/or the transactions contemplated by the
Merger Agreement that could be instituted against Nxu, Verde or
their respective directors; (iv) risks related to Nxu’s continued
listing on Nasdaq until closing of the Merger; (v) risks related to
(a) the combined company’s satisfaction of the Nasdaq initial
listing application qualifications for the listing on the Nasdaq
Capital Market and (b) Nasdaq’s approval of the listing of the
shares of Nxu common stock to be issued in connection with the
Merger; (vi) risks associated with the possible failure to realize
certain anticipated benefits of the Merger, including with respect
to future financial and operating results; (vii) uncertainties
regarding unexpected costs, liabilities or delays in connection
with the consummation of the Merger and/or the transactions
contemplated by the Merger Agreement, and the impact such costs,
liabilities or delays would have on the anticipated cash resources
of the combined company upon closing; (viii) operating costs,
customer loss and business disruptions arising from the Merger
and/or the transactions contemplated by the Merger Agreement and
the pendency or consummation thereof (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers), which may be greater
than expected; (ix) the ability of Nxu and Verde to protect their
respective intellectual property rights; (x) competitive responses
to the proposed Merger and changes in expected or existing
competition; (xi) Nxu’s, Verde’s, and the combined company’s
limited operating history; (xii) the combined company’s ability to
manage growth; (xiii) changes in capital requirements’ (xiv) the
combined company’s ability to obtain additional financing; (xv)
other adverse economic, business, and/or competitive factors; and
(xvi) other risks to the consummation of the Merger and the other
transactions contemplated by the Merger Agreement, including
circumstances that could give rise to the termination of the Merger
Agreement and the risk that the transactions contemplated thereby
will not be consummated within the expected time period, without
undue delay, cost or expense, or at all.
All forward-looking statements are qualified by,
and should be considered in conjunction with, these cautionary
statements. Readers are cautioned not to place undue reliance on
any forward-looking statements, which speak only as of the date on
which such statements are made. Except as required by applicable
law, neither Nxu nor Verde undertakes any obligation to update
forward-looking statements to reflect events or circumstances
arising after such date.
Important Additional Information About
the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Nxu
has filed a Registration Statement on Form S-4 (as amended, the
“Registration Statement”), that contains a preliminary proxy
statement of Nxu and a prospectus with respect to shares of Nxu’s
common stock to be issued in connection with the proposed
transaction. NXU URGES ITS INVESTORS AND STOCKHOLDERS TO READ THE
REGISTRATION STATEMENT, PRELIMINARY PROXY STATEMENT/PROSPECTUS,
DEFINITIVE PROXY STATEMENT/PROSPECTUS (ONCE AVAILABLE), AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT NXU, VERDE, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the registration statement,
preliminary proxy statement/prospectus, definitive proxy
statement/prospectus (once available), and other documents filed by
Nxu with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders should note that Nxu communicates with investors and
the public using its website (www.nxuenergy.com) and the investor
relations website (investors.nxuenergy.com), where anyone will be
able to obtain free copies of the registration statement,
preliminary proxy statement/prospectus, definitive proxy
statement/prospectus (once available) and other documents filed by
Nxu with the SEC and investors and stockholders are urged to read
the registration statement, preliminary proxy statement/prospectus,
definitive proxy statement/prospectus (once available) and the
other relevant materials when they become available before making
any voting or investment decision with respect to the proposed
transaction.
No Offer or Solicitation
This press release is not intended to and does
not constitute (i) a solicitation of a proxy, consent or approval
with respect to any securities or in respect of the proposed
transaction or (ii) an offer to sell or the solicitation of an
offer to subscribe for or buy or any invitation to purchase or
subscribe for any securities pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act or an
exemption therefrom. Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR
DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
Participants in the
Solicitation
Nxu, Verde and their respective directors,
executive officers and other members of management may be
considered participants in the solicitation of proxies in
connection with the proposed transactions. Information about Nxu’s
directors and executive officers, consisting of Mark Hanchett,
Annie Pratt, Britt Ide, Jessica Billingsley and Sarah Wyant,
including a description of their direct or indirect interest, by
security holdings or otherwise, can be found under the captions,
“Security Ownership of Certain Beneficial Owners and Management,”
“Executive Compensation,” and “Director Compensation” contained in
the definitive proxy statement on Schedule 14A for Nxu’s 2024
annual meeting of stockholders, filed with the SEC on May 2, 2024
(the “2024 Nxu Proxy Statement”). To the extent that Nxu’s
directors and executive officers and their respective affiliates
have acquired or disposed of security holdings since the applicable
“as of” date disclosed in the 2024 Nxu Proxy Statement, such
transactions have been or will be reflected on Statements of Change
in Beneficial Ownership on Form 4 filed with the SEC. Additional
information regarding the persons who may be deemed participants in
the solicitation of proxies, including the information about the
directors and executive officers of Verde, will be included in the
Proxy Statement/Prospectus and other relevant materials relating to
the proposed transaction when it is filed with the SEC. Investors
should read the Registration Statement, Proxy Statement/Prospectus
and the other relevant materials when they become available before
making any voting or investment decision with respect to the
proposed transaction. These documents can be obtained free of
charge from the sources indicated above.
CONTACT: Nxu,
Inc. info@nxuenergy.com
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