Important Reminder for All Romeo Power Stockholders:
06 October 2022 - 9:30PM
Business Wire
- Romeo stockholders should contact Alliance Advisors for
assistance by calling toll-free at (855) 643-7453 or by
emailing nkla@allianceadvisors.com
- Romeo stockholders who own shares of Romeo common stock through
a broker or nominee should contact such broker or nominee to
tender
- Deadline for Romeo stockholders to tender shares is midnight,
Eastern Time, at the end of the day Wednesday, October 12, 2022,
unless extended. Due to processing requirements at many brokers,
you are urged to act now to tender your shares
- If less than a majority of the outstanding shares of Romeo's
common stock are tendered, the Offer cannot be completed by Nikola
and no shares will be exchanged
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.
The Romeo Board unanimously recommends that Romeo
stockholders tender their shares pursuant to the Offer. The
deadline for Romeo stockholders to tender their shares is midnight,
Eastern Time, at the end of the day Wednesday, October 12, 2022,
unless extended further.
If less than a majority of the outstanding shares of Romeo
common stock are tendered, the Offer cannot be completed by Nikola
and no shares will be exchanged. As a result, stockholders’
investment may be subject to substantial risks more completely
described in Romeo’s press release dated September 29,
2022.
Instructions for How Romeo Stockholders Can Tender Their
Shares:
- Romeo stockholders who hold shares of Romeo common stock
through a broker, dealer, commercial bank, trust company or other
nominee should instruct such broker or other nominee to tender
their shares. Please do so promptly to allow sufficient time to
meet any broker processing deadlines before the Offer expiration on
October 12, 2022. Do not wait until the Offer expires to
tender your shares.
Contact information for commonly used brokers:
- Call TD Ameritrade at 888-723-8504, option 1
- Call Fidelity at 800-343-3548 and respond “Corporate Actions”
to the automated voice prompt.
- If asked if you are calling about a tender offer by the
automated system, respond “Yes.”
- If asked for further options by the automated system, respond
“Portfolio Actions Advisory Services.”
- When you reach an advisor, indicate you are calling regarding
the exchange offer by Nikola Corporation to purchase all
outstanding shares of Romeo Power, Inc.’s common stock.
- Call E-Trade at 1-800-661-4587 for the Corporate Actions line
directly. If you follow a text or email message you receive from
E-Trade and call 1-800-387-2331, respond “Corporate Actions” to the
automated voice response.
- Once prompted, you should indicate you are calling regarding
the exchange offer by Nikola Corporation to purchase all
outstanding shares of Romeo Power, Inc.’s common stock.
- Contact Robinhood at https://robinhood.com/contact
- To participate, please include the stock symbol for the offer
(RMO) and the number of shares you’d like to participate
with.
- For brokers not listed above, stockholders should contact their
broker’s customer service department and ask to speak with
Corporate Actions. From here, stockholders should be
directed to someone who can help.
- Romeo stockholders who hold shares directly can follow the
instructions in the materials sent in the mail.
- Romeo stockholders should contact Alliance Advisors with
any questions or to request documents 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 were unable to previously tender their
shares due to broker process deadlines can tender their shares
during the extension period. Please act as soon as possible to
ensure shares can be tendered on time. Romeo stockholders who
have previously tendered their shares do not need to re-tender
their shares or take any other action as a result of the extension
of the Offer.
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 has 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 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, risks
related to the failure to complete 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/20221006005364/en/
ROMEO POWER MEDIA: Chris Hodges or Joe Caminiti
RMO@alpha-ir.com 312-445-2870
Romeo Power (NYSE:RMO)
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