Combined Company Expected to be Listed on
New York Stock Exchange
- Next.e.GO Mobile SE (“e.GO” or the “Company”), the
in-production German electric vehicle producer, utilizes disruptive
approaches to vehicle design, manufacturing and services to produce
urban vehicles with a focus on affordability, convenience,
practicality and smart services
- e.GO’s unique low capex production system (MicroFactory),
combined with its Industry 4.0 digital architecture, enable the
company to develop and produce vehicles in shorter periods and with
considerably lower investment as compared to traditional
processes
- The Company’s proprietary MicroFactory can be deployed anywhere
in the world to take production closer to demand, while offering
economic value add to local communities
- e.GO has produced and put over 1,000 vehicles on the road from
its first MicroFactory in Germany
- e.GO plans to expand its global capacity with its second
MicroFactory, construction of which is expected to start before the
end of 2022
- Transaction expected to provide gross proceeds of up to
approximately $285 million to e.GO, comprised of up to
approximately $235 million from Athena Consumer Acquisition Corp.’s
trust account (assuming no redemptions) and up to $50 million in
intended debt financing
- Up to $150 million expected to be made available under a
standby equity purchase agreement (“SEPA”) pursuant to a letter of
intent with Yorkville Advisors Global, LP
- Proceeds to provide growth capital to e.GO for production ramp
up, including expansion of MicroFactory build outs
- Pro forma implied enterprise value of the combined company of
$913 million
- All existing e.GO investors to roll their equity into combined
publicly traded company
- Combined company expected to be listed on the New York Stock
Exchange under the ticker “EGOX”
Next.e.GO Mobile SE (“e.GO” or the “Company”), an innovative
producer of urban electric vehicles based on disruptive production
systems, and Athena Consumer Acquisition Corp. (“Athena”) (NYSE:
ACAQ.U, ACAQ, ACAQ WS) today announced a definitive agreement for a
business combination (the “Transaction” or the “Business
Combination”) that would result in e.GO becoming a publicly listed
company on the New York Stock Exchange (the “NYSE”).
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e.wave X (Photo: Business Wire)
e.GO, headquartered in Aachen, Germany, develops, designs,
manufactures and markets electric vehicles for the urban
environment, focusing on convenience, practicality, ease of service
and cost. This is accomplished through proven and disruptive
innovations in vehicle design, material selection, a smart and
flexible battery solution as well as a decentralized approach to
production combining low capex and a relatively smaller
environmental footprint compared to other manufacturers.
The Company achieves considerably lower overall investment costs
compared to traditional vehicle development and manufacturing
methods, by leveraging its in-house manufacturing processes as well
as its proprietary MicroFactory along with its tech-first IT
architecture (Internet of Production), which simplify the
production process and require less capital spend per unit of
output compared to traditional methods.
In 2018, e.GO constructed its first MicroFactory in Aachen,
Germany, and developed its battery electric vehicle platform. The
Company subsequently began vehicle production in the second half of
2021.
To date, e.GO has put over 1,000 of its vehicles on the road and
is currently working to expand its geographic reach and production
footprint. The Company’s second MicroFactory in Southeast Europe is
expected to start construction before the end of this year. Each
MicroFactory is capable of producing approximately 30,000 cars per
year in a three-shift setting.
The Company’s brand ambassador, the Brazilian football sensation
Neymar Jr, unveiled the 2022 model, the e.wave.x, in May 2022.
“The partnership we announced with Athena today is a remarkable
milestone in e.GO’s journey,” said Ali Vezvaei Chairman of the
Board of e.GO. “This Transaction will allow us to accelerate our
growth, expand our global reach, and continue our track record of
disruptive innovation. e.GO has already made a mark in Europe,
where we have established our first MicroFactory in Germany, at the
heart of the automotive industry. We are well positioned to
capitalize on growing worldwide mandates to decarbonize urban
mobility, particularly in crowded and congested cities, while
leveraging our unique decentralized production technology and
providing economic value add to our host countries and communities.
By producing vehicles with focus on convenience, practicality and
smart services, e.GO is making the electric transformation of urban
mobility easier and less costly. Our vehicles provide a fun, unique
and technology-enabled experience to customers, while at the same
time changing the face of urban mobility for the better.”
“The Athena platform of SPACs is focused on bringing tomorrow’s
industry leaders to the public markets today, and we believe e.GO
has all the elements to deliver on that promise,” said Isabelle
Freidheim, Chairman of the Board of Athena. “e.GO has leveraged the
lessons learned in the EV car manufacturing space; we believe this
allows e.GO to offer customers and investors alike an industry
standard setting value proposition. e.GO is carving out a
successful place in the EV industry for its customers, while at the
same time undertaking a compelling reinvention of the manufacturing
process. With EV industry leadership determined over the next
decade, e.GO is extraordinarily well positioned to be at the
forefront of this industry transformation.”
Transaction Overview
The Transaction is anticipated to generate gross proceeds of up
to approximately $285 million of cash, before the impact of
potential redemptions by Athena’s public stockholders, which will
be used to fund operations and growth. The pro forma implied
enterprise value of the combined company is $913 million. The
implied pre-money market capitalization of e.GO is approximately
$800 million, including a share performance-based earn-out for e.GO
shareholders of 30 million shares.
After the Transaction, e.GO’s leadership will continue to
execute on e.GO’s strategy and growth. The Board of Directors of
the combined company will include representation from e.GO and
Athena and will be chaired by Ali Vezvaei.
The Transaction has been unanimously approved by the boards of
directors of Athena and e.GO. Completion of the proposed
Transaction is subject to customary closing conditions.
Additional information about the proposed Transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Athena with the U.S. Securities and Exchange Commission
(the “SEC”) and available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), served as financial and capital
markets advisors to Athena. Morgan, Lewis & Bockius LLP served
as legal counsel to CCM. Sullivan & Cromwell LLP served as
legal counsel to e.GO. White & Case LLP served as legal counsel
to Athena.
Investor Conference Call Information
e.GO and Athena will host a joint investor conference call to
discuss the proposed Transaction today, July 28, 2022 at 8:30AM
ET.
To listen to the prepared remarks via telephone from the U.S.,
dial 1-877-704-4453 and an operator will assist you. International
investors may listen to the call by dialing 1-201-389-0920. A
telephone replay will be available by dialing 1-844-512-2921 if in
the U.S, and by dialing 1-412-317-6671 from outside the U.S. The
PIN for access to the replay is 13732025. The replay will be
available through August 11, 2022.
About e.GO
e.GO, headquartered in Aachen, Germany, designs and manufactures
battery electric vehicles for the urban environment, with a focus
on convenience, reliability and affordability. e.GO has developed a
disruptive solution for producing its electric vehicles using
proprietary technologies and low cost MicroFactories, and has
vehicles already on the road today. e.GO is helping cities and
their inhabitants improve the way they get around and is making
clean and convenient urban mobility a reality.
Visit https://www.e-go-mobile.com/ to learn more.
About Athena Consumer Acquisition Corp.
Athena Consumer Acquisition Corp. is the second SPAC founded by
Isabelle Freidheim, with Jane Park serving as CEO, Jennifer
Carr-Smith as President and Angy Smith as CFO. All three Athena
SPACs are comprised entirely of women founders, CEOs, board members
and other executives.
Important Information about the Business Combination and
Where to Find It
In connection with the Business Combination, Next.e.GO N.V.
(“TopCo”) intends to file with the SEC a registration statement on
Form F-4 (the “Registration Statement”), which will include a
preliminary prospectus and preliminary proxy statement. Athena will
mail a definitive proxy statement/final prospectus and other
relevant documents to its stockholders. This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Athena will
send to its stockholders in connection with the Business
Combination. Investors and security holders of Athena are advised
to read, when available, the proxy statement/prospectus in
connection with Athena’s solicitation of proxies for its special
meeting of stockholders to be held to approve the Business
Combination (and related matters) because the proxy
statement/prospectus will contain important information about the
Business Combination and the parties to the Business Combination.
The definitive proxy statement/final prospectus will be mailed to
stockholders of Athena as of a record date to be established for
voting on the Business Combination. Stockholders will also be able
to obtain copies of the proxy statement/prospectus, without charge,
once available, at the SEC’s website at www.sec.gov or by directing
a request to: 442 5th Avenue, New York, NY, 10018.
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended (the “Securities Act”), or an
applicable exemption from the registration requirements
thereof.
Participants in the Solicitation
Athena, e.GO, TopCo and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Athena’s stockholders in connection with the Business
Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Business Combination of Athena’s directors and officers in Athena’s
filings with the SEC, and such information and names of e.GO’s
directors and executive officers will also be in the Registration
Statement to be filed with the SEC by TopCo, which will include the
proxy statement of Athena for the Business Combination.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”,
“intend”, “predict”, “should”, “would”, “predict”, “potential”,
“seem”, “future”, “outlook” or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding Athena, e.GO, and TopCo’s
expectations with respect to future performance and anticipated
financial impacts of the Business Combination, the satisfaction of
the closing conditions to the Business Combination, the level of
redemptions by Athena’s public stockholders, the timing of the
completion of the Business Combination and the use of the cash
proceeds therefrom. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of Athena, e.GO, and TopCo’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of Athena, e.GO, and TopCo.
These forward-looking statements are subject to a number of
risks and uncertainties, including: (i) changes in domestic and
foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed Business Combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed Business Combination or that the approval of the
stockholders of Athena or e.GO is not obtained; (iii) failure to
realize the anticipated benefits of the proposed Business
Combination; (iv) risks relating to the uncertainty of the
projected financial information with respect to e.GO; (v) the
outcome of any legal proceedings that may be instituted against
Athena and/or e.GO following the announcement of the Business
Combination agreement and the transactions contemplated therein;
(vi) future global, regional or local economic and market
conditions; (vii) the development, effects and enforcement of laws
and regulations; (viii) e.GO’s ability to grow and achieve its
business objectives; (ix) the effects of competition on e.GO’s
future business; (x) the amount of redemption requests made by
Athena’s public stockholders; (xi) the ability of Athena or the
combined company to issue equity or equity-linked securities in the
future; (xii) the ability of e.GO and Athena to raise interim
financing in connection with the Business Combination; (xiii) the
outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; (xiv) the risk that the
proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation, (xv) costs
related to the Business Combination, (xvi) the impact of the global
COVID-19 pandemic and (xvii) those factors discussed in the “Risk
Factors” section of Athena’s Annual Report on Form 10-K for the
year ended December 31, 2021, the Registration Statement (when
available) and other documents if and when filed by Athena or e.GO
from time to time with the SEC. Additional risks related to e.GO’s
business include, but are not limited to: the market’s willingness
to adopt electric vehicles; volatility in demand for vehicles;
e.GO’s dependence on the proposed Business Combination and other
external financing to continue its operations; significant
challenges as a new entrant in the automotive industry; e.GO’s
ability to control capital expenditures and costs; cost increases
or disruptions in supply of raw materials, semiconductor chips or
other components; breaches in data security; e.GO’s ability to
establish, maintain and strengthen its brand; minimal experience in
servicing and repairing vehicles; product recalls; failure by
joint-venture to meet their contractual commitments; unfavorable
changes to the regulatory environment; risks and uncertainties
arising from the acquisition of e.GO’s predecessor business and
assets following the opening of insolvency proceedings over the
predecessor’s assets in July 2020; protection of e-GO’s
intellectual property. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither e.GO nor Athena presently know
or that e.GO and Athena currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect e.GO’s and Athena’s expectations, plans or forecasts of
future events and views as of the date of this press release. e.GO
and Athena anticipate that subsequent events and developments will
cause e.GO’s and Athena’s assessments to change. However, while
e.GO and Athena may elect to update these forward-looking
statements at some point in the future, e.GO and Athena
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing e.GO’s and Athena’s assessments as of any date
subsequent to the date of this press release Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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e.GO
For Investors: Caldwell Bailey ICR, Inc. eGOIR@icrinc.com
For Media: James McCusker ICR, Inc. eGOPR@icrinc.com
Athena Consumer Acquisition Corp.
For Media & Investors: Claire Kerr Bevel PR
athena@bevelpr.com
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