Important Information for Romeo Power Stockholders: How to Tender Shares for Nikola Transaction Before September 26, 2022 Deadline
22 September 2022 - 8:30PM
Business Wire
- Romeo stockholders should contact Alliance Advisors for
assistance by calling +1 (855) 643-7453 or by emailing
nkla@allianceadvisors.com
- Stockholders who hold Romeo stock through a broker or nominee
should contact their broker or nominee to tender
- Romeo stockholders must tender their shares by midnight,
Eastern Time, at the end of the day Monday, September 26, 2022
- If less than a majority of the outstanding shares of Romeo's
common stock are tendered, the Offer cannot be completed by
Nikola
- The proposed exchange ratio represents an approximately 34%
premium based on Nikola’s and Romeo’s closing share price on July
29, 2022
Romeo Power, Inc. (“Romeo”) (NYSE: RMO), an energy storage
technology company focused on designing and manufacturing lithium
ion battery products and packs for vehicle electrification, today
reminds all Romeo stockholders to tender their shares into the
exchange offer (the “Offer”) by Nikola Corporation (“Nikola”)
(NASDAQ: NKLA) to purchase all outstanding shares of common stock
of Romeo by September 26, 2022 at midnight Eastern Time. On August
1, 2022, Nikola and Romeo jointly announced they had entered into a
definitive agreement for this all-stock transaction.
The deadline to tender shares is midnight, Eastern Time, at
the end of the day on September 26, 2022. If less than a majority
of the outstanding shares of Romeo common stock are tendered, the
Offer cannot be completed by Nikola.
Instructions on how to tender Romeo shares into the exchange
offer and additional information about the Nikola transaction are
outlined below.
HOW STOCKHOLDERS CAN TENDER THEIR SHARES
- Stockholders should contact Alliance Advisors with any
questions or to request documents and assistance at (855)
643-7453 (Romeo stockholders call toll-free) or (973)
873-7700 (bankers and brokers call collect), or email at
nkla@allianceadvisors.com.
- Stockholders who own shares of Romeo common stock through a
broker, dealer, commercial bank, trust company or other nominee,
can tender their shares by instructing such broker or other nominee
promptly to allow sufficient time to tender before the deadline on
September 26, 2022. The process for tendering shares differs
depending on where they are held, so stockholders should contact
their respective broker or nominee by phone or email.
WHY STOCKHOLDERS SHOULD TENDER THEIR SHARES
- In order for Nikola to complete the Offer, a majority of
outstanding shares of Romeo common stock are required to be
tendered.
- The Romeo Board of Directors believes that this combination
offers the best opportunity for its stockholders to participate in
the ongoing growth of Nikola and, indirectly, Romeo, including any
potential appreciation that may be reflected in the value of the
combined company (including any resulting synergies).
- Romeo’s Board of Directors unanimously determined that, after a
comprehensive evaluation of strategic alternatives, the Merger
Agreement is in the best interest of Romeo and its stockholders.
As such, the Romeo Board recommends that Romeo stockholders
tender their shares pursuant to the Offer.
The recommendation is more completely described in Romeo’s
Solicitation/Recommendation Statement on Schedule 14D-9 previously
filed by Romeo with the Securities and Exchange Commission on
August 29, 2022.
WHAT HAPPENS IF STOCKHOLDERS DON’T TENDER THEIR
SHARES
- If a majority of the outstanding shares of Romeo common
stock are not tendered, the Offer cannot be completed by
Nikola.
- That is why it is very important that stockholders who wish to
participate in the Offer do so as soon as possible.
WHAT STOCKHOLDERS WILL RECEIVE FOR THEIR SHARES
- Romeo stockholders will receive 0.1186 of a share of Nikola
common stock for each Romeo share, representing an equity value of
approximately 4.5% pro forma ownership of Nikola.
- The exchange ratio represents an approximately 34% premium to
Nikola’s and Romeo’s July 29, 2022 closing share prices.
About Romeo Power, Inc.
Founded in 2016 and headquartered in Cypress, California, Romeo
(NYSE: RMO) is an energy storage technology company focused on
designing and manufacturing lithium ion battery products and packs
for vehicle electrification. Romeo’s suite of advanced battery
electric products, combined with its innovative battery management
system, delivers the safety, performance, reliability and
configurability its customers need to succeed. To keep up with
everything Romeo, follow Romeo on social media, @romeopowerinc or
visit romeopower.com.
Additional Information and Where to
Find It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares. On August 29, 2022, Nikola Corporation (“Nikola”) filed a
Registration Statement on Form S-4 (including a Prospectus/Offer to
Exchange, a related Letter of Transmittal and other exchange offer
documents with the U.S. Securities and Exchange Commission (the
“SEC”) and may file additional amendments thereto, and Nikola and a
wholly-owned subsidiary of Nikola filed a Tender Offer Statement on
Schedule TO with the SEC and has and may file additional amendments
thereto. In addition, on August 29, 2022, Romeo Power, Inc.
(“Romeo”) filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC and has and may file amendments thereto. Nikola
and Romeo may also file other documents with the SEC related to the
transaction. This document is not a substitute for the Registration
Statement, the Tender Offer Statement, the
Solicitation/Recommendation Statement or any other document that
Nikola or Romeo may file with the SEC related to the transaction
(collectively, the “Exchange Offer Materials”). THE EXCHANGE
OFFER MATERIALS CONTAIN IMPORTANT INFORMATION. ROMEO’S STOCKHOLDERS
ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF ROMEO’S SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES. The Exchange Offer Materials are available to all
holders of r Romeo’s common stock at no expense to them. The
Exchange Offer Materials are available for free at the SEC’s
website at www.sec.gov. Additional copies may be obtained for free
by contacting Investor Relations, Corporate Secretary at Romeo
Power, Inc., 5560 Katella Ave, Cypress, CA 90630 (for documents
filed by Romeo) or Investor Relations, Corporate Secretary at
Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040
(for documents filed by Nikola).
Forward-Looking
Statements
This press release contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, related to Romeo and the acquisition of Romeo by Nikola that
involves substantial risks, uncertainties and assumptions that
could cause actual results to differ materially from those
expressed or implied by such statements. Any statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “contemplate,”
“intend,” “believe,” “estimate,” “continue,” “goal,” “project” or
the negative of such terms or other similar terms. Forward-looking
statements in this report include, among other things, statements
about the potential benefits of the proposed transaction, Romeo’s
plans, objectives, expectations and intentions, the financial
condition, results of operations and business of Romeo, and the
anticipated timing of closing of the proposed transaction. These
forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that could cause actual results to
differ materially from those projected or otherwise implied by the
forward-looking statements, including the following: risks related
to the ability of Romeo to consummate the proposed transaction on a
timely basis or at all; the satisfaction of the conditions
precedent to consummation of the proposed transaction, including
having a sufficient number of Romeo’s common stock being validly
tendered into the exchange offer to meet the minimum condition; the
ability to realize the anticipated benefits of the proposed
transaction, including the possibility that the expected benefits
from the proposed transaction will not be realized or will not be
realized within the expected time period; disruption from the
transaction making it more difficult to maintain business and
operational relationships; the negative side effects of the
announcement or the consummation of the proposed transaction on the
market price of Romeo’s common stock or on Romeo’s operating
results; significant transaction costs; unknown liabilities; the
risk of litigation and/or regulatory actions related to the
proposed transaction, risks that Romeo is unsuccessful in
integrating potential acquired businesses and product lines; risks
of decreased revenues due to pricing pressures or lower product
volume ordered from customers; risks that our products, and
services fail to interoperate with third-party systems; potential
price increases or lack of availability of third-party technology,
battery cells, components or other raw materials that we use in our
products; potential disruption of our products, offerings, and
networks; our ability to deliver products and services following a
disaster or business continuity event; risks resulting from our
international operations, including overseas supply chain partners;
risks related to strategic alliances; risks related to our ability
to raise additional capital in the future if required; potential
unauthorized use of our products and technology by third parties;
potential impairment charges related to our long-lived assets,
including our fixed assets and equity method investments; changes
in applicable laws or regulations, including tariffs and similar
charges; potential failure to comply with privacy and information
security regulations governing the client datasets we process and
store; the possibility that the novel coronavirus pandemic may
adversely affect our future results of operations, financial
position and cash flows; the possibility that Russia’s invasion of
Ukraine may result in continued price increases or lack of
availability of certain raw materials; and the possibility that we
may be adversely affected by other economic, business or
competitive factors. The foregoing factors should not be construed
as exhaustive and should be read together with the other cautionary
statements included in this and other reports we file with or
furnish to the SEC, including the information in “Item 1A. Risk
Factors” included in Part I of our Annual Report on Form 10-K for
the year ended December 31, 2021 and subsequent quarterly reports
on Form 10-Q. If one or more events related to these or other risks
or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from
what we anticipate.
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version on businesswire.com: https://www.businesswire.com/news/home/20220922005221/en/
Nikola Media Nicole Rose nicole.rose@nikolamotor.com
480-660-6893 Colleen Robar crobar@robarpr.com 313-207-5960 Romeo
Power Media Chris Hodges or Joe Caminiti RMO@alpha-ir.com
312-445-2870
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