Shareholder Meeting of Thunder Bridge
Acquisition II Scheduled for June 9, 2021
To View the Meeting Documents, Please Visit
https://www.cstproxy.com/thunderbridgeacquisitionii/sm2021/
For Any Questions Regarding the Special Meeting
or How to Vote Your Shares You May Call Morrow Sodali LLC, Thunder
Bridge Acquisition II’s Proxy Solicitor, at (800) 662-5200 (Toll
Free); (203) 658-9400 (Collect) or e-mail at
THBR.info@morrowsodali.com
indie Semiconductor, an Autotech solutions innovator which is
currently in the process of merging with Thunder Bridge Acquisition
II, Ltd. (Nasdaq: THBR), a special purpose acquisition company,
announced today that the U.S. Securities and Exchange Commission
(“SEC”) has declared effective Thunder Bridge Acquisition II’s
Registration Statement on Form S‑4, as amended, which was filed in
connection with its previously announced business combination with
indie Semiconductor (“indie”).
An extraordinary general meeting of the Thunder Bridge
Acquisition II shareholders (the "Special Meeting") to approve,
among other things, the proposed business combination, will be held
in virtual format on June 9, 2021, at 11:00 a.m. Eastern Time.
Thunder Bridge Acquistion II also announced today that it has filed
with the SEC a definitive proxy statement/prospectus relating to
the Special Meeting, which it expects to commence mailing on or
about May 17, 2021 to its shareholders of record as of the close of
business on May 10, 2021.
“We continue to be excited about the future prospect for the
combined company and remain deeply impressed with indie’s
management team, product development and strategic backlog. Today
represents a significant next step in the transaction process, and
with the anticipated approval from Thunder Bridge Acquisition II
shareholders, we look forward to successfully completing the
proposed business combination with indie,” said Gary A. Simanson,
President and CEO of Thunder Bridge Acquisition II.
“We are thrilled to be taking indie to the next level through
this transaction with Thunder Bridge Acquisition II,” said Donald
McClymont, indie’s Co-founder and CEO. “Our combination with
Thunder Bridge Acquisition II positions us to capitalize on the
enormous Autotech market opportunity as we deliver innovative
automotive solutions that will improve vehicle safety systems,
enable the connected car, enhance the user experience and support
electrification.”
Thunder Bridge Acquisition II Shareholder Vote
Shareholders who own shares of Thunder Bridge Acquisition II as
of May 10, 2021, should submit their vote by 11:59 p.m. Eastern
Time on June 8, 2021. For more information on how to vote, please
visit https://www.cstproxy.com/thunderbridgeacquisitionii/sm2021/.
Thunder Bridge Acquisition II shareholders who need assistance in
completing the proxy card, need additional copies of the proxy
materials, or have questions regarding the Special Meeting may
contact Thunder Bridge Acquisition II’s proxy solicitor, Morrow
Sodali LLC, by telephone toll-free at (800) 662-5200 or collect at
(203) 658-9400.
The definitive proxy statement/prospectus is also available at
www.sec.gov. Thunder Bridge Acquisition II shareholders are
encouraged to read the definitive proxy statement/prospectus as it
contains important information about the proposed transaction,
including, among other things, the reasons for Thunder Bridge
Acquisition II’s board of directors' unanimous recommendation that
the shareholders of Thunder Bridge Acquisition II vote "FOR" the
proposed business combination and the other shareholder proposals
set forth in the proxy statement/prospectus as well as the
background of the process that led to the proposed business
combination with indie.
The proposed business combination is expected to close on or
about June 10, 2021, subject to shareholder approvals, Nasdaq
approval, and satisfaction of customary closing conditions.
Following completion of the proposed business combination, indie
will retain its experienced management team including Donald
McClymont, Co-founder and CEO; Ichiro Aoki, Co-founder and
President; Dr. Scott Kee, Co-founder and Chief Technology Officer;
Thomas Schiller, Chief Financial Officer and EVP of Strategy and
Steve Machuga, Chief Operating Officer. The combined company will
retain the indie Semiconductor name and be listed on Nasdaq under
the new ticker symbol “INDI.”
Additional Information about the Transaction and Where to
Find It
In connection with the proposed business combination, on January
25, 2021, Thunder Bridge Acquisition II filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (SEC File No. 252374) (the “Form S-4”), which includes
a proxy statement/prospectus, which was amended on March 23, May 4,
May 10, and May 12, 2021. The Form S-4 was declared effective on
May 14, 2021, and the definitive proxy statement/prospectus and
other proxy materials are being mailed to Thunder Bridge
Acquisition II’s shareholders of record as of the close of business
on May 10, 2021. Before making any voting or investment decision,
Thunder Bridge Acquisition II’s shareholders and other interested
persons are urged to read the Form S-4, as amended, the definitive
proxy statement/prospectus included in the Form S-4, and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials contain important
information about indie, Thunder Bridge Acquisition II and the
proposed business combination. The documents filed by Thunder
Bridge Acquisition II with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov or by directing a request to
Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite
D203, Great Falls, Virginia, 22066, Attention: Secretary, or by
calling (202) 431-0507.
Participants in the Solicitation
indie Semiconductor and Thunder Bridge Acquisition II and their
respective directors and executive officers and certain other
members of management and employees may be deemed “participants” in
the solicitation of proxies from Thunder Bridge Acquisition II
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Thunder Bridge Acquisition II or
indie Semiconductor is set forth in the proxy statement/prospectus
for the proposed business combination included in the Form S-4,
which is available at www.sec.gov. Information about Thunder Bridge
Acquisition II’s directors and executive officers and their
ownership of Thunder Bridge Acquisition II ordinary shares is set
forth in Thunder Bridge Acquisition II prospectus, dated August 9,
2019 and in the proxy statement/prospectus included in the Form
S-4, as may be modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filings. These documents
can be obtained free of charge from www.sec.gov.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about our intentions to merge with Thunder Bridge Acquisition II;
and other statements identified by words such as “will likely
result,” “are expected to,” “will continue,” “is anticipated,”
“estimated,” “believe,” “intend,” “plan,” “projection,” “outlook”
or words of similar meaning. Such forward-looking statements are
based upon the current beliefs and expectations of our management
and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results anticipated in these forward-looking statements. In
addition to factors previously disclosed in Thunder Bridge
Acquisition II’s reports filed with the SEC and those identified
elsewhere in this communication, the following factors, among
others, could cause actual results and the timing of events to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: inability
to meet the closing conditions to the business combination,
including the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement; the delay in obtaining Nasdaq approval of the
transaction; the inability to complete the transactions
contemplated by the definitive agreement due to the failure to
obtain approval of Thunder Bridge Acquisition II’s shareholders;
and other risks and uncertainties indicated in the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Thunder Bridge
Acquisition II’s other filings with the SEC. Indie cautions that
the foregoing list of factors is not exclusive.
All information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this communication except as required by law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities nor
shall it constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall 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.
About indie
indie is empowering the Autotech revolution with next generation
automotive semiconductors and software platforms. We focus on edge
sensors for Advanced Driver Assistance Systems including LiDAR,
connected car, user experience and electrification applications.
These technologies represent the core underpinnings of both
electric and autonomous vehicles, while the advanced user
interfaces transform the in-cabin experience to mirror and
seamlessly connect to the mobile platforms we rely on every day. We
are an approved vendor to Tier 1 partners and our solutions can be
found in marquee automotive OEMs around the world. Headquartered in
Aliso Viejo, CA, indie has design centers and sales offices in
Austin, TX; Boston, MA; Detroit, MI; San Francisco and San Jose,
CA; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland and
several locations throughout China.
About Thunder Bridge Acquisition II, Ltd.
Thunder Bridge Acquisition II, Ltd. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In August 2019, Thunder
Bridge Acquisition II, Ltd. consummated a $345 million initial
public offering of 34.5 million units (reflecting the underwriters’
exercise of their over-allotment option in full), each unit
consisting of one of the Company’s Class A ordinary shares and
one-half warrant, each whole warrant enabling the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share.
Thunder Bridge II’s securities are quoted on the Nasdaq stock
exchange under the ticker symbols THBRU, THBR and THBRW.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210517005284/en/
Thunder Bridge Acquisition II Gary Simanson (202)
431-0507
indie Media Relations Pilar Barrigas 949-608-0854
media@indiesemi.com
indie Investor Relations ir@indiesemi.com
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