HONG KONG and TAIPEI, Taiwan, Sept.
16, 2021 /PRNewswire/ -- Gogoro® Inc. ("Gogoro" or the
"Company"), a global technology leader in battery swapping
ecosystems that enable sustainable mobility solutions for cities,
and Poema Global Holdings Corp. (Nasdaq: PPGH; "Poema Global"), a
publicly traded special purpose acquisition company, today
announced a definitive agreement for a business combination that
would result in Gogoro becoming a publicly listed company. The
combined company will focus on accelerating the global expansion of
Gogoro's unique and proven subscription-based battery swapping
service along with its electric vehicle and component sales
business. Upon the transaction closing, the combined company will
be named Gogoro Inc. and will be listed on the Nasdaq under the
ticker symbol "GGR."
Gogoro's battery swapping ecosystem is an established leading
solution for electric refueling of lightweight urban vehicles. In
less than five years, the Company has accumulated over
$1 billion in revenue and 400,000+
battery swap subscribers.
"Gogoro is transforming urban mobility in the world's most
densely populated cities by changing how people use and share
portable energy. Since launching in 2015, Gogoro battery swapping
has handled more than 200 million battery swaps and saved over 300
million kilograms of CO2. Building off of this success, we have
announced our expansion into China
with Yadea and DCJ, and into India
with Hero MotoCorp," said Horace
Luke, founder, chairman, and chief executive officer of
Gogoro. "Much of today's world commutes on two wheels, and cities
are embracing sustainable energy and smart city technologies in
unprecedented ways. One of the greatest challenges is transitioning
from legacy personal transportation systems to more intelligent and
sustainable mobility solutions. With our vision, innovative
technology, expanding global footprint and experienced management
team, Gogoro is well positioned to transform the urban mobility
landscape and capitalize on the electric transition of more than a
half billion two-wheel vehicles."
As part of its growth strategy, Gogoro will be introducing its
battery swapping in China in late
2021, and is partnering with Yadea, the #1 electric two-wheel maker
in the world, and Dachangjiang Group (DCJ), the #1 gas-powered
two-wheel maker in China. The
Company has also announced a joint venture with Hero MotoCorp, the
leading two-wheel vehicle maker in India, to build its battery swapping ecosystem
in India. In addition, Gogoro has
established partnerships with other global leaders in two-wheel
mobility, including Yamaha, Tailing eReady (a joint venture with
Suzuki in Taiwan), AeonMotor, PGO
and CMC eMOVING.
"Poema Global is excited to be partnering with Gogoro, a global
technology leader in urban electric mobility that has demonstrated
the scalability and attractiveness of its next generation battery
swapping technology in Taiwan,"
said Homer Sun, chief executive
officer of Poema Global. "We believe the technology
differentiation Gogoro has developed in combination with the
world-class partnerships it has forged will drive significant
growth opportunities in the two largest two-wheeler markets in the
world. We are committed to working alongside
Gogoro's outstanding management team to support its
geographic expansion plans and its transition to a Nasdaq-listed
company."
Gogoro – A Leader in Urban Mobility
Founded in 2011, Gogoro has designed and built a broad portfolio
of innovations in battery swapping, smart batteries, cloud
services, compact electric propulsion, and vehicle design.
Together, these innovations have created an enablement platform for
companies to deliver new urban mobility products and businesses
utilizing the largest and most intelligent urban mobility ecosystem
focused on battery swapping for electric refueling.
The Gogoro Network is an open platform for battery swapping and
smart mobility services, delivering a fresh alternative to legacy
fuel. Gogoro Network combines the power of smart connectivity,
artificial intelligence, and machine learning to create a new
generation of swappable battery refueling that is smart, scalable,
and continually optimizing itself to be dynamic and versatile for
people, communities, and businesses. Gogoro has been recognized by
Guidehouse Insights as the leading battery swapping company for
lightweight urban vehicles in the world.
First introduced in 2015, Gogoro's Smartscooters™ are recognized
for their revolutionary design and performance and lead the market
in sophistication, intelligence, and consumer reviews.
Partners, Investors and Leadership
Gogoro's current portfolio of vehicle maker partners include
Hero MotoCorp, Yadea, Dachangjiang (DCJ), Yamaha, Tailing eReady (a
joint venture with Suzuki in Taiwan), AeonMotor, PGO and CMC eMOVING. These
partners are part of the Powered By Gogoro Network (PBGN) program,
a cornerstone of Gogoro's open ecosystem. The PBGN program enables
partners to design and sell vehicles that integrate with Gogoro
Network battery swapping.
Gogoro is backed by world-class investors, including Dr.
Samuel Yin, Founder and Chairman of
Ruentex Group; Temasek, a global investment company headquartered
in Singapore; Generation
Investment Management, a sustainable investment company; Fuh Hwa
Investment Trust, a large private equity fund in Taiwan; Sumitomo Corporation, a Japanese
conglomerate; and the National Development Fund of Taiwan.
Prior to founding Gogoro, Horace
Luke held a variety of management positions at Microsoft,
including being a founding member of the XBox leadership team
before serving as the chief innovation officer at HTC, where he led
HTC to the #1 position in the global smartphone market and the
leader in Android. Gogoro's leadership team members are seasoned
executives from global brands including Amazon, Intel, Nike, IKEA
and Ford. In addition, Gogoro has an industry-leading board with
directors such as Michael Splinter,
current chairman of Nasdaq and former CEO of Applied Materials, and
Yoshi Yamada, a former senior
executive at Panasonic and later Head of Tesla's Giga Factory.
Transaction Overview
The Gogoro Poema Global business combination sets Gogoro's
enterprise value at $2.35 billion.
The business combination is expected to provide approximately
$550 million in proceeds to Gogoro's balance sheet including
an oversubscribed PIPE over $250
million and $345 million
currently held in trust by Poema Global. The PIPE is backed by
strategic partners including Hon Hai
(Foxconn) Technology Group and GoTo Group, the largest technology
group in Indonesia, vehicle
partners, and new and existing financial investors including
Generation Investment Management, Taiwan's National Development Fund, Temasek
and founding investor, Dr. Samuel
Yin of Ruentex Group. Current Gogoro shareholders are
rolling 100% of their equity and will hold majority ownership of
the combined company at closing. Cash proceeds raised in connection
with the transaction will primarily be used to fund geographic
expansion and operations, continued research and development, and
for general corporate purposes.
The boards of directors of both Poema Global and Gogoro have
approved the proposed transaction. Completion of the proposed
transaction is subject to the approval of Poema Global and Gogoro
shareholders and other customary closing conditions, including a
registration statement being declared effective by the U.S.
Securities and Exchange Commission (the "SEC"). The transaction is
expected to be completed in the first quarter of 2022.
Additional information about the proposed 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 Poema Global with the SEC and available at
www.sec.gov.
Advisors
Kirkland & Ellis LLP is serving as legal advisor to Poema
Global. Citibank and UBS are serving as joint placement agents on
the PIPE offering. Winston & Strawn LLP is serving as legal
advisor to the placement agents. Wilson
Sonsini Goodrich & Rosati is serving as legal advisor
and Goldman Sachs is serving as financial advisor to Gogoro.
Investor Conference Call Information
Gogoro and Poema Global will host a joint investor conference
call to discuss the proposed transaction today, September 16, 2021 at 8:30
am ET. To listen to the prepared remarks via webcast, please
visit http://public.viavid.com/index.php?id=146462. A replay of the
call will be available at the same link as well as on Poema
Global's website at https://www.poema-global.com/ through
September 30, 2021 at 11:59 pm ET.
About Poema Global Holdings Corp.
Poema Global Holdings Corp. is a special purpose acquisition
company affiliated with Princeville Capital formed for the purpose
of entering into a combination with one or more businesses. Poema
Global's sponsor team brings together over 100 years of combined
experience to equip and enable a differentiated global technology
leader to successfully list and to create long-term value for
shareholders in public markets. Led by
Co-Chairmen Emmanuel DeSousa and Joaquin Rodriguez
Torres, Chief Executive Officer Homer Sun and
President Marc Chan, Poema Global seeks to complete business
combinations with companies that have validated technologies and
attractive unit economics, with a particular focus on Asia and
Europe. For more information,
visit https://www.poema-global.com/.
About Gogoro
Founded in 2011 to rethink urban energy and inspire the world to
move through cities in smarter and more sustainable ways, Gogoro
leverages the power of innovation to change the way urban energy is
distributed and consumed. Gogoro's battery swapping and vehicle
platforms offer a smart, proven and sustainable long-term ecosystem
for delivering a new approach to urban mobility. Gogoro has quickly
become an innovation leader in vehicle design and electric
propulsion, smart battery design, battery swapping, and advanced
cloud services that utilize artificial intelligence to manage
battery availability and safety. The challenge is massive, but the
opportunity to disrupt the status quo, establish new standards, and
achieve new levels of sustainable transportation growth in densely
populated cities is even greater. For more information,
visit www.gogoro.com/news and follow Gogoro on Twitter:
@wearegogoro.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of section 27A of the U.S. Securities Act of 1933, as
amended, or the Securities Act, and section 21E of the U.S.
Securities Exchange Act of 1934 ("Exchange Act") that are based on
beliefs and assumptions and on information currently available to
Poema Global and Gogoro. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "target," "seek" or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
projections of market opportunity and market share, the capability
of Gogoro's technology, Gogoro's business plans including its plans
to expand globally, its timing for introducing its battery swapping
in China, the sources and uses of
cash from the proposed transaction, the anticipated enterprise
value of the combined company following the consummation of the
proposed transaction, any benefits of Gogoro's partnerships,
strategies or plans as they relate to the proposed transaction,
anticipated benefits of the proposed transaction and expectations
related to the terms and timing of the proposed transaction are
also forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking
statements. Although each of Poema Global and Gogoro believes that
it has a reasonable basis for each forward-looking statement
contained in this communication, each of Poema Global and Gogoro
caution you that these statements are based on a combination of
facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement/prospectus on
Form F-4 relating to the proposed transaction, which is expected to
be filed by Gogoro with the SEC and other documents filed by Gogoro
or Poema Global from time to time with the SEC. These filings may
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. Neither Poema
Global nor Gogoro can assure you that the forward-looking
statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and
uncertainties, including, among others, the ability to complete the
business combination due to the failure to obtain approval from
Poema Global's shareholders or satisfy other closing conditions in
the business combination agreement, the occurrence of any event
that could give rise to the termination of the business combination
agreement, the ability to recognize the anticipated benefits of the
business combination, the amount of redemption requests made by
Poema Global's public shareholders, costs related to the
transaction, the impact of the global COVID-19 pandemic, the risk
that the transaction disrupts current plans and operations as a
result of the announcement and consummation of the transaction, the
outcome of any potential litigation, government or regulatory
proceedings and other risks and uncertainties, including those to
be included under the heading "Risk Factors" in the registration
statement on Form F-4 to be filed by Gogoro with the SEC and those
included under the heading "Risk Factors" in the annual report on
Form 10-K for year ended December 31,
2020 of Poema Global and in its subsequent quarterly reports
on Form 10-Q and other filings with the SEC. There may be
additional risks that neither Poema Global or Gogoro presently know
or that Poema Global and Gogoro currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward looking statements. In light of the significant
uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by Poema
Global, Gogoro, their respective directors, officers or employees
or any other person that Poema Global and Gogoro will achieve their
objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the
views of Poema Global and Gogoro as of the date of this
communication. Subsequent events and developments may cause those
views to change. However, while Poema Global and Gogoro may update
these forward-looking statements in the future, there is no current
intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing the views of Poema Global or Gogoro as
of any date subsequent to the date of this communication.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed transaction, Gogoro will file a
registration statement on Form F-4 with the SEC that will include a
prospectus with respect to Gogoro's securities to be issued in
connection with the proposed transaction and a proxy statement with
respect to the shareholder meeting of Poema Global to vote on the
proposed transaction. Shareholders of Poema Global and other
interested persons are encouraged to read, when available, the
preliminary proxy statement/prospectus as well as other documents
to be filed with the SEC because these documents will contain
important information about Poema Global, Gogoro and the proposed
transaction. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of
Poema Global as of a record date to be established for voting on
the proposed transaction. Once available, shareholders of Poema
Global will also be able to obtain a copy of the F-4, including the
proxy statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: 101 Natoma St., 2F,
San Francisco, CA 94105. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
The Company and Gogoro and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the potential transaction
described in this communication under the rules of the SEC.
Information about the directors and executive officers of Poema
Global and their ownership is set forth in Poema Global's filings
with the SEC, including its Form 10-K for the year ended
December 31, 2020 and subsequent
filings under section 16 of the Exchange Act or on Form 10-Q.
Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
Poema Global's shareholders in connection with the potential
transaction will be set forth in the registration statement
containing the preliminary proxy statement/prospectus when those
are filed with the SEC. These documents are available free of
charge at the SEC's website at www.sec.gov or by directing a
request to: 101 Natoma St., 2F, San
Francisco, CA 94105.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Company or Gogoro, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
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