Ares Acquisition Corporation (NYSE: AAC) (“AAC”) announced today that on October 13, 2023,
the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration
Statement on Form S-4, as amended (the “Registration Statement”), AAC had filed in
connection with the previously announced proposed business
combination (the “Business
Combination”) with X-Energy Reactor Company, LLC, a Delaware
limited liability company (“X-energy”).
An extraordinary general meeting of shareholders (the
“Extraordinary General Meeting”) to
approve the Business Combination is scheduled to be held on October
31, 2023 at 4:00 p.m. Eastern Time. The Extraordinary General
Meeting will be held in person at the offices Kirkland & Ellis
LLP located at 601 Lexington Avenue, New York, New York 10022 and
virtually via live webcast. Holders of AAC’s Class A ordinary
shares and AAC’s Class B ordinary shares at the close of business
on the record date of October 3, 2023, are entitled to notice of
the Extraordinary General Meeting and to vote at the Extraordinary
General Meeting. AAC filed its definitive proxy
statement/prospectus relating to the Business Combination with the
SEC and began mailing it to shareholders on Friday, October 13,
2023. More details about the Business Combination and the
resolutions to be voted upon at the Extraordinary General Meeting
can be found in the definitive proxy statement/prospectus filed by
AAC, available at: http://www.sec.gov.
Assuming satisfaction of the conditions to the closing of the
Business Combination, including approval of the Business
Combination by AAC’s shareholders, the post-Business Combination
company intends to list its securities on the New York Stock
Exchange (“NYSE”) under the proposed
symbols “XE” and “XEW”, respectively. The NYSE listing is subject
to the closing of the Business Combination and fulfillment of all
NYSE listing requirements.
“As the X-energy team prepares to become a publicly-traded
company, we are steadfast in our commitment to deliver
cost-effective, zero-carbon energy to customers and communities,”
said J. Clay Sell, Chief Executive Officer of X-energy. “Today’s
evolving energy landscape demands innovative solutions and the
support of AAC has created an important opportunity to advance the
development of our leading nuclear technology and accelerate the
growth of our business. We look forward to completing the
transaction this quarter.”
“This is an exciting milestone for the AAC and X-energy business
combination,” said David Kaplan, Co-Chairman and Chief Executive
Officer of AAC, Co-Founder of Ares. “We appreciate the support from
our investors and remain confident that X-energy’s differentiated
technology is well-positioned to meet and benefit from global
demand for reliable, safe and clean energy.”
Every vote is important and AAC encourages all shareholders to
make their voices heard by voting online or by mail as soon as
possible, regardless of the number of shares held. AAC shareholders
who need assistance in completing the proxy card, need additional
copies of the Proxy Statement/Prospectus, or have questions
regarding the Extraordinary General Meeting may contact AAC’s proxy
solicitor, Morrow Sodali LLC, by calling (800) 662-5200 (toll
free), or banks and brokers can call (203) 658-9400, or by emailing
AAC.info@investor.morrowsodali.com.
About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of
advanced small modular nuclear reactors and fuel technology for
clean energy generation that is redefining the nuclear energy
industry through its development of safer and more efficient
reactors and proprietary fuel to deliver reliable, zero-carbon and
affordable energy to people around the world. X-energy’s
simplified, modular, and intrinsically safe SMR design expands
applications and markets for deployment of nuclear technology and
drives enhanced safety, lower cost and faster construction
timelines when compared with conventional nuclear. For more
information, visit X-energy.com or
connect with us on Twitter or
LinkedIn.
About Ares Acquisition Corporation
Ares Acquisition Corporation (NYSE: AAC) is a special purpose
acquisition company (SPAC) affiliated with Ares Management
Corporation, formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination. AAC is seeking to pursue an initial
business combination target in any industry or sector in North
America, Europe or Asia. For more information about AAC, please
visit www.aresacquisitioncorporation.com.
Additional Information and Where to Find It
In connection with the Business Combination, AAC filed the
Registration Statement with the SEC, which includes a preliminary
proxy statement/prospectus to be distributed to holders of AAC’s
ordinary shares in connection with AAC’s solicitation of proxies
for the vote by AAC’s shareholders with respect to the Business
Combination and other matters as described in the Registration
Statement, as well as a prospectus relating to the offer of
securities to be issued to X-energy equity holders in connection
with the Business Combination. The Registration Statement has been
declared effective by the SEC and AAC is mailing a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. The Registration Statement includes information
regarding the persons who may, under the SEC rules, be deemed
participants in the solicitation of proxies to AAC’s shareholders
in connection with the Business Combination. AAC has filed and will
file other documents regarding the Business Combination with the
SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS
COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the definitive proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by AAC through the website maintained by
the SEC at www.sec.gov. In addition,
the documents filed by AAC may be obtained free of charge from
AAC’s website at www.aresacquisitioncorporation.com or by written
request to AAC at Ares Acquisition Corporation, 245 Park Avenue,
44th Floor, New York, NY 10167.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination, including statements regarding the
benefits of the Business Combination, the anticipated timing of the
Business Combination, the markets in which X-energy operates and
X-energy’s projected future results. X-energy’s actual results may
differ from its expectations, estimates and projections (which, in
part, are based on certain assumptions) and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe
are reasonable, these assumptions may be incorrect. These
forward-looking statements also involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted in connection with any
proposed business combination; (2) the inability to complete any
proposed business combination or related transactions; (3) the
inability to raise sufficient capital to fund our business plan,
including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or
otherwise; (4) the failure to obtain additional funding from the
U.S. government or our ARDP partner for the ARDP; (5) unexpected
increased project costs, increasing as a result of macroeconomic
factors, such as inflation and rising interest rates; (6) delays in
obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory
reviews required to complete any business combination; (7) the risk
that any proposed business combination disrupts current plans and
operations; (8) the inability to recognize the anticipated benefits
of any proposed business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (9) costs related to the proposed business combination;
(10) changes in the applicable laws or regulations; (11) the
possibility that X-energy may be adversely affected by other
economic, business, and/or competitive factors; (12) the persistent
impact of the global COVID-19 pandemic; (13) economic uncertainty
caused by the impacts of the conflict in Russia and Ukraine and
rising levels of inflation and interest rates; (14) the ability of
X-energy to obtain regulatory approvals necessary for it to deploy
its small modular reactors in the United States and abroad; (15)
whether government funding for high assay low enriched uranium for
government or commercial uses will result in adequate supply on
anticipated timelines to support X-energy’s business; (16) the
impact and potential extended duration of the current supply/demand
imbalance in the market for low enriched uranium; (17) X-energy’s
business with various governmental entities is subject to the
policies, priorities, regulations, mandates and funding levels of
such governmental entities and may be negatively or positively
impacted by any change thereto; (18) X-energy’s limited operating
history makes it difficult to evaluate its future prospects and the
risks and challenges it may encounter; and (19) other risks and
uncertainties separately provided to you and indicated from time to
time described in filings and potential filings by X-energy, AAC or
X-energy, Inc. with the SEC.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of AAC’s
Annual Report on Form 10-K, its subsequent Quarterly Reports on
Form 10-Q, the Registration Statement and the definitive proxy
statement/prospectus related to the transaction, and other
documents filed (or to be filed) by AAC 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.
These risks and uncertainties may be amplified by the conflict
between Russia and Ukraine, rising levels of inflation and interest
rates and the COVID-19 pandemic, which have caused significant
economic uncertainty. Forward-looking statements speak only as of
the date they are made. Investors are cautioned not to put undue
reliance on forward-looking statements, and X-energy and AAC 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, except as required by securities and
other applicable laws. Neither X-energy nor AAC gives any assurance
that either X-energy or AAC, respectively, will achieve its
expectations.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
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 Section 10 of the Securities
Act.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from AAC
’s shareholders, in favor of the approval of the proposed
transaction. For information regarding AAC’s directors and
executive officers, please see AAC’s Annual Report on Form 10-K,
its subsequent Quarterly Reports on Form 10-Q, and the other
documents filed (or to be filed) by AAC from time to time with the
SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the Business Combination may be obtained by reading the
registration statement and the definitive proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20231016729841/en/
X-energy Investors: XenergyIR@icrinc.com Media:
XenergyPR@icrinc.com Ares Acquisition Corporation Investors:
Carl Drake and Greg Mason +1-888-818-5298
IR@AresAcquisitionCorporation.com Media: Jacob Silber
+1-212-301-0376 media@aresmgmt.com
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