- FREYR has entered into a definitive business combination
agreement with Alussa Energy Acquisition Corp. (NYSE: ALUS); upon
closing, the combined company will be renamed “FREYR Battery” and
be listed on the New York Stock Exchange under the new ticker
symbol “FREY”
- FREYR’s mission is to accelerate the decarbonization of
transportation and energy systems by delivering the world’s
cleanest and most cost-effective batteries
- FREYR is expected to receive approximately $850 million in
equity proceeds as a part of the business combination, enabling the
company to accelerate the development of up to 43 GWh of clean
battery cell manufacturing capacity in Norway by 2025
- Transaction includes a $600 million fully committed Private
Investment in Public Equity (“PIPE”) anchored by strategic and
institutional investors, including Koch Strategic Platforms,
Glencore, Fidelity Management & Research Company LLC, Franklin
Templeton, Sylebra Capital and Van Eck Associates Corporation
- 100% of FREYR’s existing shares will roll over into in the
combined company
- Pro forma equity value of the combined company would be
approximately $1.4 billion
FREYR AS, (the “Company” or “FREYR”), a Norway-based developer
of clean, next-generation battery cell production capacity, today
announced that it will become a publicly listed company through a
business combination with Alussa Energy Acquisition Corp. (“Alussa
Energy”) (NYSE: ALUS), a Cayman Islands exempted, publicly listed
special purpose acquisition company (“SPAC”). The transaction
represents a pro forma equity value of $1.4 billion for the
combined company upon closing which will be named “FREYR Battery”
(“Pubco”). Pubco’s common stock is expected to start trading on the
New York Stock Exchange under the ticker symbol FREY upon closing,
expected in the second quarter of 2021.
FREYR is targeting development of up to 43 GWh of battery cell
production capacity in Norway by 2025 to position the Company as
one of Europe’s largest battery cell suppliers. FREYR expects to
deliver safer, higher energy density and lower cost clean battery
cells made with renewable energy from an ethically and sustainably
sourced supply chain. The Company’s ambition is to become the
battery cell producer with the lowest lifecycle carbon footprint in
the world. FREYR plans to utilize Norway’s inherent advantages,
including access to renewable energy, some of Europe’s lowest
electricity prices and shorter delivery distances to main markets
in Europe and the US as compared to competitors in Asia.
The Company is partnering strategically on next-generation
semi-solid battery cell technology that is expected to materially
reduce manufacturing costs and provide a highly competitive market
position for FREYR. The Company’s solutions will address the
rapidly growing global markets for electric vehicles, energy
storage, and marine applications, representing an estimated
addressable market of about 5,000 GWh per year by 2030.
Daniel Barcelo, Chief Executive Officer and Founder of Alussa
Energy, commented, “We are excited and privileged to partner with
FREYR, as this transaction represents a compelling investment
opportunity to address the rapidly growing market for
electrification of global transportation and energy systems.
Furthermore, Norway with its entrepreneurial cities like Mo i Rana
provide a great foundation for FREYR’s Gigafactories. We evaluated
over 75 investment opportunities across the global energy and
energy transition sectors since our IPO in late 2019, and FREYR
clearly stood out as a frontline player in adopting leading-edge
battery technology to address a significant and growing market with
a unique commitment to full-cycle sustainability. We have full
confidence that FREYR’s experienced execution team, combined with
the capital resources from this transaction, including strategic
investors Koch Strategic Platforms and Glencore, makes the Company
well-positioned to play a transformational role in decarbonizing
global energy and transportation markets.”
Tom Jensen, Chief Executive Officer of FREYR, said, “We believe
the combination of foundational capital from committed investors
with commercially available, advanced battery solutions is the
fastest way to accelerate the energy transition. FREYR is dedicated
to delivering one of the most sustainable and cost-effective clean
battery cells based on 100% renewable energy and ethically sourced
raw materials. We are truly excited to share our ambition with
Alussa Energy and some of the leading international investors as we
embark on our plan for the production of one of the most
environmentally friendly battery cells in the world. We believe our
partnership-based business model positions FREYR to accelerate
long-term value creation by targeting sustainable, superior returns
to our shareholders and stakeholders.”
Torstein Dale Sjøtveit, Founder and Executive Chairman of FREYR,
continued, “FREYR has attracted a diversified and experienced team,
partners and initial customers in a short period of time. The
capital raise and NYSE listing add further momentum to our progress
and positions us as a catalyst for European battery cell production
and the Nordic battery ecosystem. We see this transaction as a
strong confirmation of FREYR’s growth potential enabled by
cutting-edge technology and access to clean renewable energy.
Moving ahead, FREYR will focus on executing our project plans,
attracting more talent, cultivating partnerships and providing our
customers with sustainable and cost-effective clean battery
cells.”
Todd Kantor, Portfolio Manager of Encompass Capital Advisors
LLC, a Member of Alussa Energy’s Sponsor, added, “As a hedge fund
primarily focused on investing across the energy eco-chain, we view
FREYR as one of the most exciting investment opportunities in the
energy transition movement, particularly given the Company’s
potential to deliver innovative electrification solutions through a
sustainable and clean platform.”
Transaction Overview
The business combination values the combined company at an
implied $1.4 billion pro forma equity value. The transaction will
provide an estimated $850 million of net proceeds to the Company,
assuming no redemptions by Alussa Energy shareholders, including a
$600 million fully committed PIPE at $10.00 per share of the
Company anchored by strategic and institutional investors,
including Koch Strategic Platforms, Glencore, Fidelity Management
& Research Company LLC, Franklin Templeton, Sylebra Capital and
Van Eck Associates Corporation. 100% of FREYR’s existing shares
will roll over into the combined company.
The transaction implies an equity value of FREYR of
approximately $410 million. Current FREYR shareholders (fully
diluted) are expected to own approximately 30% of the combined
company after transaction close, representing an exchange ratio of
approximately 0.179031 of shares of the combined company for each
share of FREYR based on the currently available information and
assuming a $600 million PIPE.
The boards of directors of both Alussa Energy and FREYR have
approved the proposed business combination, which is expected to be
completed in the second quarter of 2021, subject to, among other
things, the approval by Alussa Energy’s and FREYR’s shareholders
and satisfaction or waiver of other customary conditions set forth
in the definitive documentation.
Additional information about the proposed transactions
contemplated by the business combination agreement (the
“Transaction”), including a copy of the business combination
agreement and investor presentation, will be provided in a Current
Report on Form 8-K to be filed by Alussa Energy with the Securities
and Exchange Commission (“SEC”) and available at www.sec.gov.
Advisors
Credit Suisse Securities (USA) LLC acted as the equity capital
markets advisor to Alussa Energy. Credit Suisse Securities (USA)
LLC, BTIG, LLC and BTIG Norway AS acted as the financial advisors
to Alussa Energy. Skadden Arps, Slate, Meagher & Flom LLP
served as M&A legal counsel to Alussa Energy, Ellenoff Grossman
& Schole LLP served as securities counsel to Alussa Energy,
Wiersholm AS served as Norwegian counsel to Alussa Energy, and
Appleby (Cayman) Ltd served as Cayman Islands legal counsel to
Alussa Energy. Rystad Energy and Sustainable Governance Partners
acted as business and environmental, social and governance
advisors, respectively, to Alussa Energy. Kite Hill PR LLC acted as
the public relations advisor to Alussa Energy.
Wilson Sonsini Goodrich & Rosati P.C. served as U.S. legal
counsel to FREYR, and Advokatfirmaet BAHR AS, served as Norwegian
legal counsel to FREYR. Crux Advisers AS acted as investor
relations and communications adviser to FREYR.
Credit Suisse Securities (USA) LLC, BTIG, LLC and Pareto
Securities AS served as placement agents for the PIPE financing.
Davis Polk & Wardwell LLP served as legal counsel to the
placement agents.
Investor Webcast / Conference Call Information
FREYR and Alussa Energy will host a joint investor conference
call to discuss the proposed business combination today, Friday,
January 29, 2021 at 8:00 EST/14:00 CET.
To follow the conference call via webcast, please use this link:
https://streams.eventcdn.net/freyer/investor-conference-call/
To listen to the prepared remarks via telephone, please dial US:
+1-833-350-1443 NO: +47 23 96 63 25 Conference ID: 4357642
About FREYR A/S
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.
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.
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, Pubco’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, Alussa Energy’s, Pubco’s
and FREYR’s expectations with respect to future performance of the
combined company, anticipated financial impacts of the Transaction,
the anticipated addressable market for the combined company, the
satisfaction of the closing conditions to the Transaction, the
exchange ratio (which is subject to certain inputs that may change
prior to completion of the Transaction) and the timing of the
completion of the Transaction. 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, Pubco or FREYR
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement; (2) the
inability to consummate the Transaction, including due to failure
to obtain approval of the shareholders of Alussa Energy or other
conditions to the Closing in the Business Combination Agreement;
(3) the failure of investors in the PIPE to fund their commitments
upon the Closing; (4) delays in obtaining or the inability to
obtain any necessary regulatory approvals required to complete the
Transaction; (5) the inability to obtain the listing of Pubco’s
ordinary shares on the New York Stock Exchange following the
Transaction; (6) the risk that the Transaction disrupts current
plans and operations as a result of the announcement and
consummation of the Transaction; (7) the ability to recognize the
anticipated benefits of the Transaction, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth economically and hire and retain
key employees; (8) costs related to the Transaction; (9) changes in
applicable laws or regulations; (10) the effect of the COVID-19
pandemic on Alussa Energy, Pubco and FREYR and their ability to
consummate the Transaction; (11) the possibility that Alussa
Energy, Pubco or FREYR may be adversely affected by other economic,
business, and/or competitive factors; and (12) other risks and
uncertainties to be identified in the registration/proxy statement
(when available) relating to the Transaction, including those under
“Risk Factors” therein, and in other filings with the SEC made by
Alussa Energy, Pubco and FREYR. Alussa Energy, Pubco 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, Pubco 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,
Pubco 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 Pubco 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, Pubco 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 Pubco
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 Pubco 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 Pubco will
file relevant materials with the SEC, including a Form S-4
registration statement to be filed by Pubco (the “S-4”), which will
include a prospectus with respect to Pubco’s securities to be
issued in connection with the proposed business combination 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, WHEN AVAILABLE, 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, PUBCO, FREYR AND THE
TRANSACTION. When available, the Proxy Statement contained in the
S-4 and other relevant materials for the Transaction will be mailed
to shareholders of Alussa Energy as of a record date to be
established for voting on the proposed business combination and
related matters. The preliminary S-4 and Proxy Statement, the final
S-4 and definitive Proxy Statement and other relevant materials in
connection with the Transaction (when they become available), 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, Pubco 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 business
combination. 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 Pubco’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210128006233/en/
For investor inquiries, please contact: For FREYR:
Steffen Føried Chief Financial Officer (+47) 975 57 406
steffen.foreid@freyrbattery.com
For Alussa Energy: Chi Chow Investor Relations
cchow@alussaenergy.com Tel: 929-303-6514 For media inquiries,
please contact: For Alussa Energy: Emma Wolfe
alussa@kitehillpr.com
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