REE Automotive Ltd. (NASDAQ: REE) (“REE” or the “Company”), an
automotive technology leader and provider of electric vehicle (EV)
platforms, announced today the expiration and results of its
previously announced exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding (i) public warrants to purchase Class A ordinary shares
of the Company, without par value (the “Class A ordinary shares”),
which warrants trade on the Nasdaq Stock Market (“Nasdaq”) under
the symbol “REEAW” (the “public warrants”), and (ii) related
private placement warrants to purchase Class A ordinary shares (the
“private placement warrants” and, together with the public
warrants, the Warrants”). The Offer and Consent Solicitation
expired at midnight (end of day), Eastern Time, on September 22,
2022.
REE has been advised that approximately
13,065,941 warrants were validly tendered and not validly withdrawn
prior to the expiration of the Offer and Consent Solicitation. REE
expects to accept all validly tendered warrants for exchange and
settlement on or about October 6, 2022.
In addition, pursuant to the Consent
Solicitation, the Company received the approval of approximately
84% of the outstanding public warrants and approval of
approximately 82% of the outstanding private placement warrants to
the amendment to the warrant agreement governing the warrants (the
“Warrant Amendment”), which exceeds 50% of the outstanding public
warrants and, solely with respect to any amendment to the terms of
the private placement warrants or any provision of the warrant
agreement with respect to the private placement warrants, 50% of
the outstanding private placement warrants required to effect the
Warrant Amendment. Accordingly, the Company and Continental Stock
Transfer & Trust Company entered into the Warrant Amendment,
dated September 23, 2022, and the Company announced that it will
exercise its right, in accordance with the terms of the Warrant
Amendment, to exchange each warrant that is outstanding upon the
closing of the Offer for 0.18 Class A ordinary shares per warrant
(the “Post-Offer Exchange”). The Company has fixed the date for the
Post-Offer Exchange as October 10, 2022, following which, no public
or private placement warrants will remain outstanding.
The Company also announced that its Registration
Statement on Form F-4 filed with the Securities and Exchange
Commission (the “SEC”) registering the Company’s Class A ordinary
shares issuable in the Offer was declared effective by the SEC on
September 21, 2022.
BofA Securities, Inc. was the Dealer Manager for
the Offer and Consent Solicitation, Morrow Sodali LLC served as the
information agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
exchange agent for the Offer and Consent Solicitation.
This press release is for informational purposes
only and does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities described herein and is also not a
solicitation of the related consents. The Offer and Consent
Solicitation were made only pursuant to the terms and conditions of
the Prospectus/Offer to Exchange and related letter of transmittal
and consent.
Important Additional Information Filed
with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange are available free of charge at the website of the SEC
at www.sec.gov. A registration statement on Form F-4 relating
to the securities to be issued in the Offer was previously filed
and declared effective by the SEC on September 21, 2022 (the
“Prospectus/Offer to Exchange”).
About REE
REE Automotive (NASDAQ: REE) is an automotive
technology company that allows companies to build any size or shape
of electric vehicle on their modular platforms. With complete
design freedom, vehicles Powered by REE are equipped with the
revolutionary REEcorner, which packs critical vehicle components
(steering, braking, suspension, powertrain and control) into a
single compact module positioned between the chassis and the wheel,
enabling REE to build the industry’s flattest EV platforms with
more room for passengers, cargo and batteries. REE platforms are
future proofed, autonomous capable, offer a low TCO, and
drastically reduce the time to market for fleets looking to
electrify.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding
REE or its management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“aim” “anticipate,” “appear,” “approximate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “foresee,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“seek,” “should,” “would” and similar expressions (or the negative
version of such words or expressions) may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. All statements, other than
statements of historical facts, may be forward-looking statements.
Forward-looking statements in this press release may include, among
other things, statements about REE’s strategic and business plans,
technology, relationships, objectives and expectations for our
business, the impact of trends on and interest in our business,
intellectual property or product and its future results, operations
and financial performance and condition.
These forward-looking statements are based on
information available as of the date of this press release and
current expectations, forecasts, and assumptions. Although REE
believes that the expectations reflected in forward-looking
statements are reasonable, such statements involve unknown number
of risks, uncertainties, judgments, and other factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by forward-looking statements.
These factors are difficult to predict accurately and may be beyond
REE’s control. Forward-looking statements in this press release
speak only as of the date made and REE undertakes no obligation to
update its forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws. In light of these risks and uncertainties,
investors should keep in mind that results, events or developments
discussed in any forward-looking statement made in this press
release may not occur.
Uncertainties and risk factors that could affect
REE’s future performance and could cause actual results to differ
include, but are not limited to: REE’s ability to commercialize its
strategic plan; REE’s ability to maintain and advance relationships
with current Tier 1 suppliers and strategic partners; development
of REE’s advanced prototypes into marketable products; REE’s
ability to grow and scale manufacturing capacity through
relationships with Tier 1 suppliers; REE’s estimates of unit sales,
expenses and profitability and underlying assumptions; REE’s
reliance on its UK Engineering Center of Excellence for the design,
validation, verification, testing and homologation of its products;
REE’s limited operating history; risks associated with plans for
REE’s initial commercial production; REE’s dependence on potential
suppliers, some of which will be single or limited source;
development of the market for commercial EVs; intense competition
in the e-mobility space, including with competitors who have
significantly more resources; risks related to the fact that REE is
incorporated in Israel and governed by Israeli law; REE’s ability
to make continued investments in its platform; the impact of the
ongoing COVID-19 pandemic and any other worldwide health epidemics
or outbreaks that may arise; and adverse global conditions,
including macroeconomic and geopolitical uncertainty; the need to
attract, train and retain highly-skilled technical workforce;
changes in laws and regulations that impact REE; REE’s ability to
enforce, protect and maintain intellectual property rights; REE’s
ability to retain engineers and other highly qualified employees to
further its goals; the inability of REE to successfully or timely
consummate the warrant exchange, including with respect to its
ability to obtain the requisite approval of the holders of REE’s
warrants; and other risks and uncertainties set forth in sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in REE’s Annual Report on Form 20-F
filed with the SEC on March 28, 2022, REE’s Prospectus/Offer to
Exchange and in subsequent filings with the SEC.
Investor RelationsLimor GruberVP Investor
Relations | REE Automotive+972-50-5239233investors@ree.auto
Kamal HamidVP Investor Relations | REE
Automotive+1 303-670-7756investors@ree.auto
MediaCaroline HutchesonHead of Global
Communications | REE
Automotive+1-252-314-2028carolineh@ree.auto
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