- The proposed business combination is expected to close on
Friday, July 9, 2021, assuming Alussa Energy receives shareholder
approval at the Special Meeting of shareholders to be held on
Wednesday, June 30, 2021
- Following closing, the combined company’s stock and warrants
are expected to trade under the ticker symbols “FREY” and
“FREY.WS”, respectively, starting on July 8, 2021
Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS)
and FREYR AS (“FREYR”) announced today that they expect to close
their proposed business combination on Friday, July 9, 2021,
assuming Alussa Energy receives shareholder approval at the
Extraordinary General Meeting of Alussa Energy shareholders (the
“Special Meeting”) to be held on Wednesday, June 30, 2021.
Following closing, the combined company’s stock and warrants are
expected to trade under the ticker symbols “FREY” and “FREY.WS”,
respectively, starting on Thursday, July 8, 2021.
The Special Meeting to approve, among other items, the proposed
business combination, will be held on June 30, 2021 at 10:00 a.m.,
Eastern Time, via a virtual meeting at the following address:
https://www.cstproxy.com/alussaenergy/2021.
Alussa Energy Shareholder Vote
Alussa Energy’s shareholders of record at the close of business
on April 30, 2021 are entitled to receive notice of the Special
Meeting and to vote their Alussa ordinary shares at the Special
Meeting. The meeting will be a completely virtual meeting of
shareholders and will be conducted via live webcast. At the Special
Meeting, shareholders will be asked to approve and adopt the
business combination and such other proposals as disclosed in the
definitive proxy statement/prospectus included in the Registration
Statement. If the business combination is approved by Alussa Energy
shareholders, Alussa Energy anticipates closing the business
combination on July 9, 2021, subject to the satisfaction or waiver
(as applicable) of all other closing conditions.
The Special Meeting will take place at 10:00 a.m., Eastern Time,
on June 30, 2021 via a virtual meeting at the following address:
https://www.cstproxy.com/alussaenergy/2021. Investors who hold
Alussa Energy’s ordinary shares in “street name” or in a margin or
similar account, which means that the shares are held of record by
a broker, bank or nominee, should contact their broker, bank or
nominee to ensure that votes related to the shares they
beneficially own are properly counted. In this regard, they must
instruct their broker, bank or other nominee how to vote the shares
they beneficially own in accordance with the voting instruction
form they receive from their broker, bank or other nominee. If they
wish to virtually attend the Special Meeting and vote, they must
contact their broker, bank or other nominee to obtain a legal proxy
and instructions on the procedures to be followed. Beneficial
investors who own their investments through a bank or broker and
wish to attend the meeting will have needed to contact Continental
Stock Transfer & Trust Company to receive a control number at
least 72 hours before the Alussa Special Meeting. Alussa Energy
recommends that its shareholders wishing to vote at the Special
Meeting log in at least 15 minutes before the Special Meeting start
time. Please note that Alussa Energy shareholders will not be able
to attend the Special Meeting in person. Alussa Energy encourages
its shareholders entitled to vote at the Special Meeting to vote
their shares via proxy in advance of the Special Meeting by
following the instructions on the proxy card.
As announced previously, the business combination is to be
effected through a newly created holding company, FREYR Battery
(“FREYR Battery”). Alussa Energy will become a wholly-owned
subsidiary of FREYR Battery, and the legacy business of FREYR
(other than FREYR’s wind business) will be operated by a
wholly-owned subsidiary of FREYR Battery upon the consummation of
the transaction. FREYR Battery’s ordinary shares and warrants are
expected to be traded on the New York Stock Exchange under the new
symbols “FREY” and “FREY.WS”, respectively. At the closing of the
business combination, each Alussa Energy unit will separate into
its components consisting of one Alussa Energy ordinary share and
one-half of one warrant and, as a result, will no longer trade as a
separate security.
About Alussa Energy Acquisition Corp.
Alussa Energy 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. While Alussa Energy may pursue an acquisition
opportunity in any industry or sector, Alussa Energy intends to
focus on businesses across the entire global energy supply chain.
For more information, please visit www.alussaenergy.com.
About FREYR AS
FREYR plans to develop up to 43 GWh of battery cell production
capacity by 2025 to position the company as one of Europe’s largest
battery cell suppliers. The facilities will be located in the Mo i
Rana industrial complex in Northern Norway, leveraging Norway’s
highly skilled workforce and abundant, low-cost renewable energy
sources from hydro and wind in a crisp, clear and energized
environment. FREYR will supply safe, high energy density and cost
competitive clean battery cells to the rapidly growing global
markets for electric vehicles, energy storage, and marine
applications. FREYR is committed to supporting cluster-based
R&D initiatives and the development of an international
ecosystem of scientific, commercial, and financial stakeholders to
support the expansion of the battery value chain in our region. For
more information, please visit www.freyrbattery.com.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Alussa Energy and FREYR and their respective
affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Alussa
Energy’s, FREYR Battery’s and FREYR’s actual results may differ
from their expectations, estimates and projections 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,” “might” and “continues,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, expectations with respect to the shareholder approval
of the business combination, the listing of FREYR Battery’s common
stock and warrants on the New York Stock Exchange, the production
of clean and cost-effective batteries, the plan to deliver 43 GWh
of next-generation battery cell manufacturing capacity in Norway by
2025, the ability to leverage the Nordic region’s developing
battery ecosystem and the closing of the business combination
shortly after the Special Meeting. These forward-looking statements
involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these
factors are outside the control of Alussa Energy, FREYR Battery or
FREYR and are difficult to predict. Factors that may cause such
differences include, but are not limited to: the inability to
consummate the transaction due to failure to obtain approval of the
shareholders of Alussa Energy; the inability to obtain the listing
of FREYR Battery’s common stock and warrants on the New York Stock
Exchange following the transaction; the failure of capital to be
delivered in the business combination; the risk that the
transaction disrupts current plans and operations as a result of
the announcement and consummation of the transaction; the inability
to recognize anticipated benefits of the proposed business
combination; the possibility that Alussa Energy, FREYR Battery or
FREYR may be adversely affected by other economic, business, and/or
competitive conditions that might lead to, among other things, a
failure to develop clean and cost-effective batteries, deliver on
the targeted battery cell manufacturing capacity, leverage Norway’s
perceived advantages in battery production and build collaborations
with customers in the transportation and energy markets; and other
risks and uncertainties identified in the registration/proxy
statement relating to the transaction, including those under “Risk
Factors” therein, and in other filings with the SEC made by Alussa
Energy, FREYR Battery and FREYR. Alussa Energy, FREYR Battery and
FREYR caution that the foregoing list of factors is not exclusive,
and caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
None of Alussa Energy, FREYR Battery or FREYR undertakes or accepts
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer 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.
No Assurances
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits of combining the companies
will be realized.
Information Sources; No Representations
This press release has been prepared for use by Alussa Energy,
FREYR Battery and FREYR in connection with the transaction. The
information herein does not purport to be all-inclusive. The
information herein is derived from various internal and external
sources, with all information relating to the business, past
performance, results of operations and financial condition of
Alussa Energy was derived entirely from Alussa Energy and all
information relating to the business, past performance, results of
operations and financial condition of FREYR and FREYR Battery was
derived entirely from FREYR. No representation is made as to the
reasonableness of the assumptions made with respect to the
information herein, or to the accuracy or completeness of any
projections or modeling or any other information contained herein.
Any data on past performance or modeling contained herein is not an
indication as to future performance.
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent permitted
by law in no circumstances will Alussa Energy, FREYR Battery or
FREYR, or any of their respective subsidiaries, affiliates,
shareholders, representatives, partners, directors, officers,
employees, advisors or agents, be responsible or liable for any
direct, indirect or consequential loss or loss of profit arising
from the use of this press release, its contents (including without
limitation any projections or models), any omissions, reliance on
information contained within it, or on opinions communicated in
relation thereto or otherwise arising in connection therewith,
which information relating in any way to the operations of FREYR or
FREYR Battery has been derived, directly or indirectly, exclusively
from FREYR and has not been independently verified by Alussa
Energy. Neither the independent auditors of Alussa Energy nor the
independent auditors of FREYR or FREYR Battery audited, reviewed,
compiled or performed any procedures with respect to any
projections or models for the purpose of their inclusion in this
press release and, accordingly, neither of them expressed any
opinion or provided any other form of assurances with respect
thereto for the purposes of this press release.
Important Information about the Transaction and Where to Find
It
In connection with the transaction, Alussa Energy and FREYR
Battery have filed and will file relevant materials with the SEC,
including a Form S-4 registration statement filed by FREYR Battery
on March 26, 2021 and amended on May 7, May 27, and June 9, 2021
(the “S-4”), which includes a prospectus with respect to FREYR
Battery’s securities to be issued in connection with the proposed
business combination (the “Prospectus”) and a proxy statement (the
“Proxy Statement”) with respect to Alussa Energy’s shareholder
meeting at which Alussa Energy’s shareholders will be asked to vote
on the proposed business combination and related matters. ALUSSA
ENERGY SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO
READ THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS
WILL CONTAIN IMPORTANT INFORMATION ABOUT ALUSSA ENERGY, FREYR
Battery, FREYR AND THE TRANSACTION. The S-4 was declared effective
on June 14, 2021. The definitive Proxy Statement and other relevant
materials for the transaction have been mailed to shareholders of
Alussa Energy as of April 30, 2021. The preliminary S-4 and Proxy
Statement, the final S-4 and definitive Proxy Statement and
Prospectus and other relevant materials in connection with the
transaction, and any other documents filed by Alussa Energy with
the SEC, may be obtained free of charge at the SEC’s website
(www.sec.gov) or by writing to Alussa Energy Acquisition Corp. at
c/o PO Box 500, 71 Fort Street, Grand Cayman KY1-1106, Cayman
Islands.
Participants in Solicitation
Alussa Energy, FREYR Battery and FREYR and their respective
directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from
the holders of Alussa Energy ordinary shares in respect of the
proposed transaction. Alussa Energy shareholders and other
interested persons may obtain more detailed information regarding
the names and interests in the transaction of Alussa Energy’s
directors and officers in Alussa Energy’s and FREYR Battery’s
filings with the SEC, including when filed, the S-4 and the Proxy
Statement. These documents can be obtained free of charge from the
sources indicated above.
Source: FREYR Battery
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210629005647/en/
For Alussa Energy: Chi Chow Investor Relations
cchow@alussaenergy.com Tel: (+1) 929-303-6514
For FREYR: Jeffrey Spittel Vice President, Investor
Relations jeffrey.spittel@freyrbattery.com Tel: (+1)
281-222-0161
Harald Bjørland Investor Relations
Harald.bjorland@freyrbattery.com Tel: (+47) 908 58 221
Alussa Energy Acquisition (NYSE:ALUS)
Historical Stock Chart
From Apr 2024 to May 2024
Alussa Energy Acquisition (NYSE:ALUS)
Historical Stock Chart
From May 2023 to May 2024