FREYR and Alussa Energy Acquisition Corp. Provide a Transaction Update
26 Mars 2021 - 12:58PM
Business Wire
FREYR AS, (the “Company” or “FREYR”), a Norway-based developer
of clean, next-generation battery cell production capacity,
announced on January 29, 2021 that it will become a publicly listed
company through a business combination (the “Transaction”) with
Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS), a
Cayman Islands exempted, publicly listed special purpose
acquisition company (“SPAC”).
Today, FREYR and Alussa Energy provide an update to the market
on certain aspects of the Transaction:
- Alussa Energy announced today that FREYR Battery, a
newly-formed holding company incorporated under the laws of
Luxembourg (“Pubco”), has filed with the U.S. Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
(the “Registration Statement”), which includes a preliminary proxy
statement/prospectus, in connection with its announced proposed
business combination with FREYR. The Registration Statement is not
yet effective and remains subject to finalization. Alussa Energy,
FREYR and Pubco urge investors, shareholders and other interested
persons to read the Registration Statement (as the same may be
amended and restated from time to time), including the preliminary
proxy statement/prospectus and documents incorporated by reference
therein, as well as other documents filed with the SEC in
connection with the proposed Transaction, as these materials will
contain important information about FREYR, Alussa Energy and the
proposed Transaction.
- FREYR Battery previously confidentially submitted a draft
registration statement on Form S-4 to the SEC on February 16,
2021.
- The Transaction will raise an estimated $850 million in equity
proceeds to the Company, assuming no redemptions by Alussa Energy
shareholders and including a $600 million fully committed Private
Investment in Public Equity anchored by strategic and institutional
investors, including Koch Strategic Platforms, Glencore, Fidelity
Management & Research, Franklin Templeton, Sylebra Capital and
Van Eck Associates Corporation. As stipulated in the Business
Combination Agreement associated with the Transaction, Alussa
Energy and Pubco shall collectively have a minimum cash condition
of at least $400 million in the aggregate in cash and cash
equivalents as one of the conditions to consummate the
Transaction.
- The Transaction is expected to fully fund the equity capital
requirements of FREYR to develop up to 43 GWh of clean battery cell
manufacturing capacity in Norway by 2025 based on both 24M
Technologies’ (“24M”) disruptive, innovative design and process
technologies and traditional technologies. Beginning with its
Pilot/Customer Qualification Plant, FREYR’s plan for phased
development of Gigafactories is intended to position the Company as
one of Europe’s largest battery cell suppliers through its mission
and vision to deliver some of the world’s cleanest and most
cost-effective batteries.
- On February 16, 2021, FREYR shareholders approved the
Transaction.
- Alussa Energy anticipates that it will hold an Extraordinary
General Meeting (the “Alussa Special Meeting”) to consider matters
relating to the proposed Transaction promptly after the
Registration Statement is declared effective and the proxy
statement/prospectus is mailed to the shareholders of Alussa
Energy. Subject to the finalization of the Registration Statement
and declaring the Registration Statement effective, Alussa Energy
expects the Alussa Special Meeting to take place between the second
half of April and first half of May 2021. The Alussa Special
Meeting will be a completely virtual meeting of shareholders, which
will be conducted via live webcast.
Subject to closing conditions being met, the combined company
will be named FREYR Battery AS and its ordinary shares are expected
to start trading on the New York Stock Exchange under the ticker
symbol FREY upon closing, expected in the second quarter of
2021.
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.
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
The information in this press release includes forward-looking
statements and information based on management’s expectations as of
the date of this press release. All statements other than
statements of historical facts, including statements regarding
FREYR’s business strategy, anticipated business combination with
Alussa Energy and the terms of such combination, anticipated
benefits of FREYR’s technologies, projected production capacity are
forward-looking statements and anticipated Transaction timeline.
The words “may,” will,” “expect,” “plan,” “target,” or similar
terminology are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Alussa Energy & FREYR may not actually
achieve the plans or expectations disclosed in these
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Factors that may cause actual
results to differ materially from current expectations, include
Alussa Energy’s and FREYR’s ability to finalize the Registration
Statement and have it declared effective by the SEC; compliance
with the laws and regulations applicable to the Alussa Special
Meeting; FREYR’s ability to execute on its business strategy and
develop and increase production capacity in a cost-effective
manner; changes adversely affecting the battery industry; the
further development and success of competing technologies; the
failure of 24M technology or FREYR’s batteries to perform as
expected; and FREYR’s ability to complete the business combination
with Alussa Energy on the currently expected terms or at all.
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.
Important Information about the Transaction and Where to Find
It
In connection with the Transaction, Alussa Energy and Pubco has
and will file relevant materials with the SEC, including a Form S-4
registration statement filed by Pubco (the “S-4”), which includes 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 THE S-4 AND THE AMENDMENTS THERETO AND OTHER
INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,
AS THESE MATERIALS 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210326005223/en/
FREYR Steffen Føreid, CFO, +47 9755 7406,
steffen.foreid@freyrbattery.com Harald Bjørland, Investor
Relations, +47 908 58 221, harald.bjorland@freyrbattery.com Hilde
Rønningsen, Director of Communications, +47 453 97 184,
hilde.ronningsen@freyrbattery.com Alussa Energy Chi Chow,
Alussa Energy, Strategy & Investor Relations, +1 929-303-6514,
cchow@alussaenergy.com
Alussa Energy Acquisition (NYSE:ALUS)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Alussa Energy Acquisition (NYSE:ALUS)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024