FREYR AS (FREYR), the Norway-based developer of
clean, next-generation battery cell production capacity, and Alussa
Energy Acquisition Corp. (Alussa Energy), disclosed that FREYR is
in negotiations with a major multinational industrial conglomerate
(the JV Partner) to potentially develop battery production
facilities in North America. This development was noted by FREYR
Battery in its 9 June 2021 filing of a third amendment to the
registration statement on Form S-4 with the U.S. Securities and
Exchange Commission.
FREYR and the JV Partner have entered negotiations regarding a
draft non-binding memorandum of understanding (MoU) for a potential
joint venture to be formed with the purpose of preparing a project
to build battery production and potentially related facilities in
North America at a targeted scale at least 50 GWh in annualized
battery cell production by 2030 (the Venture).
The draft MoU provides a framework for FREYR’s cooperation and
that FREYR and the JV Partner will work to enter into certain
additional arrangements regarding the consummation of a joint
venture to use U.S.-developed solutions from 24M Technologies, Inc.
(24M) at a battery manufacturing facility in North America. The use
of 24M process technology in the Venture would require a
modification to FREYR’s existing 24M license agreement.
“It is a natural step for FREYR to include North America in our
long-term plans for expanding our production of clean, low-cost and
low-carbon battery cells. This ambition was clearly validated by
the U.S. Department of Energy’s call this week for immediate
actions to scale up the U.S. supply chain for battery materials and
technologies. FREYR has strong U.S. bonds through our technology
partner 24M and the upcoming business combination with Alussa
Energy and NYSE listing which is supported by some of the leading
institutional investors including Fidelity Management &
Research, Franklin Templeton, Sylebra Capital and Van Eck
Associates. We are excited to be part of the gathering momentum in
North America for battery-led green growth and decarbonization of
transportation and energy systems,” said Tom Einar Jensen, the CEO
of FREYR.
Daniel Barcelo, CEO, President and Director of Alussa Energy,
added, “Alussa Energy is proud to be merging with FREYR to
potentially bring clean, next-generation battery cell production to
the North American market utilizing proprietary U.S.-developed
technology. The potential joint venture demonstrates that other
companies within the battery manufacturing ecosystem view FREYR’s
sustainable platform being developed in Norway as a robust starting
point for scaling business opportunities into one of the largest
markets in the world. We and Encompass Capital, a member of Alussa
Energy’s sponsor, are thrilled to support FREYR to become a leading
player in the effort to accelerate America’s clean energy
future.”
As part of these negotiations, FREYR and the JV Partner
exchanged draft terms outlining the key commercial points of the
potential joint venture in May 2021. However, many key terms of the
Venture, including economic and investment terms, have not been
agreed to in principal. There is no guarantee that the draft MoU,
if entered into, will lead to entry into binding documentation with
respect to the Venture, its terms or consummation of the
Venture.
On 29 January 2021, FREYR announced that it will become a
publicly listed company through a business combination with Alussa
Energy, raising approximately $850 million in equity proceeds to
accelerate the development of up to 43 GWh clean battery cell
manufacturing capacity in Norway. Subject to closing conditions
being met, the combined company will be named “FREYR Battery”
(Pubco) and its 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. On 16 February 2021, the
extraordinary general meeting of FREYR approved the business
combination. Alussa Energy expects its Special Meeting to approve
the business combination to take place on June 25, 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:
https://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, FREYR Battery’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, expectations with respect to the shareholder approval
of the business combination, the listing of Pubco’s common stock
and warrants on the New York Stock Exchange, the production of
clean and cost-effective batteries, the plan to build battery
production and related facilities in North America at a targeted
scale of at least 50 GWh in annualized battery cell production by
2030, the entry into a memorandum of understanding between FREYR
and the JV Partner, the consummation of a joint venture to use 24M
technology at a battery manufacturing facility in North America,
the ability to modify the existing 24M license agreement,
collaborations with customers and global supply chain partners
across the transportation and energy storage sectors, 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, Pubco or FREYR and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: the failure to enter into a memorandum of
understanding and a binding agreement, the failure to modify the
24M license agreement, 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 Pubco’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, Pubco 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,
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 have
filed and will file relevant materials with the SEC, including a
Form S-4 registration statement filed by Pubco 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 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 WILL CONTAIN IMPORTANT INFORMATION
ABOUT ALUSSA ENERGY, PUBCO, FREYR AND THE TRANSACTION. The Proxy
Statement contained in the S-4 and other relevant materials for the
transaction are being 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 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
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 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/20210610005997/en/
FREYR Harald Bjørland, Investor Relations, +47 908 58
221, harald.bjorland@freyrbattery.com
Alussa Energy Chi Chow, Alussa Energy, Strategy &
Investor Relations, +1 929-303-6514, cchow@alussaenergy.com
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