Capital Commitment Provides a Strong and
Flexible Funding Source to Support Quanergy’s Future Growth
Quanergy Systems, Inc. (“Quanergy”) and CITIC Capital
Acquisition Corp. (NYSE: CCAC) (“CCAC”) today announced that CCAC
has secured a $125 million capital commitment from Global Emerging
Markets Group (“GEM”), a Luxembourg-based private alternative
investment group. Under the agreement, GEM will provide a Share
Subscription Facility (the “GEM facility”) of up to $125 million
for a 36-month term following the completion of the planned
business combination between Quanergy and CCAC.
In June, Quanergy entered into a definitive merger agreement
with CCAC. Upon closing of the transaction, the combined company
will be named Quanergy Systems, Inc. (the “Company”) and is
expected to be listed on the New York Stock Exchange (“NYSE”) under
the ticker symbol “QNGY.” The transaction is expected to close in
the first quarter of 2022, subject to satisfaction of customary
closing conditions.
The Company will control the timing and maximum amount of each
drawdown under the GEM facility and has no minimum drawdown
obligation. Concurrent with the closing of the business
combination, GEM will be issued warrants to purchase up to 2.5% of
the common stock of the Company with an exercise price of $10.00
per share. Proceeds from the GEM facility will be used for working
capital and general corporate purposes.
“The GEM facility will provide significant access to capital
upon the closing of our planned merger with CCAC,” said Dr. Kevin
J. Kennedy, Quanergy Chairman and Chief Executive Officer. “This
capital commitment will also provide us with flexibility to utilize
the facility on an as-needed basis over a period of three years.
The funding certainty provided by the GEM facility will allow us to
aggressively pursue our growth objectives as we execute our product
roadmap and market the benefits of our leading LiDAR sensor and 3D
perception solutions to customers and partners globally.”
About Quanergy
Quanergy Systems’ mission is to create powerful, affordable
smart LiDAR solutions for automotive and IoT applications to
enhance people’s experiences and safety. Quanergy has developed the
only true 100% solid state CMOS LiDAR sensor built on optical
phased array (“OPA”) technology to enable the mass production of
low-cost, highly reliable 3D LiDAR solutions. Through Quanergy’s
smart LiDAR solutions, businesses can now leverage real-time,
advanced 3D insights to transform their operations in a variety of
industries including industrial automation, physical security,
smart cities, smart spaces and much more. Quanergy solutions are
deployed by over 350 customers across the globe. For more
information, please visit us at www.quanergy.com.
About GEM
GEM is a $3.4 billion, alternative investment group with
operations in Paris, New York, and Los Angeles. GEM manages a
diverse set of investment vehicles focused on emerging markets and
has completed over 400 transactions in 70 countries. Each
investment vehicle has a different degree of operational control,
risk-adjusted return, and liquidity profile. The family of funds
and investment vehicles provide GEM and its partners with exposure
to: Small-Mid Cap Management Buyouts, Private Investments in Public
Equities and select venture investments. For more information:
http://www.gemny.com
About CITIC Capital Acquisition Corp.
CITIC Capital Acquisition Corp. (NYSE: CCAC) is a blank check
company incorporated for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. CCAC
consummated its initial public offering and listed its units on the
NYSE in February 2020. CCAC is sponsored by CITIC Capital Holdings
Limited, an alternative investment management and advisory company,
managing over USD36 billion of capital across 90 funds and
investment products through its multi-asset class platform covering
private equity, real estate, structured investment & finance,
asset management, and special situations. CITIC Capital has over
150 portfolio companies that span 11 sectors and employ over
800,000 people around the world. For more information, visit
http://www.spacbyccac.com
Important Information about the Business Combination and
Where to Find It
In connection with the proposed transaction (the “Business
Combination”), CCAC filed with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 (as
amended, the “Registration Statement”) (File No. 333-257962), which
includes the preliminary proxy statement/prospectus of CCAC. CCAC’s
stockholders and other interested persons are advised to read the
Registration Statement and the preliminary proxy
statement/prospectus which forms a part of the Registration
Statement, as well as any amendments previously filed and to be
filed, and the effective Registration Statement and the definitive
proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination when
available, as these materials will contain important information
about the parties to the Merger Agreement. After the registration
statement is declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant documents will be mailed to
the shareholders of CCAC as of the record date established for
voting on the proposed business combination and will contain
important information about the proposed business combination and
related matters. Shareholders of CCAC and other interested persons
are advised to read these materials (including any amendments or
supplements thereto) and any other relevant documents in connection
with CCAC’s solicitation of proxies for the meeting of shareholders
to be held to approve, among other things, the proposed business
combination because they contain important information about CCAC,
Quanergy and the proposed business combination. Shareholders can
also obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus and other relevant
materials in connection with the transaction without charge at the
SEC’s website at www.sec.gov or by directing a request to: CITIC
Capital Acquisition Corp., 28/F CITIC Tower, 1 Tim Mei Avenue,
Central, Hong Kong, Attention: Fanglu Wang, telephone: +852 3710
6888. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Participants in the Solicitation CCAC, Quanergy and their
respective directors and executive officers may be deemed
participants in the solicitation of proxies from CCAC’s
shareholders in connection with the proposed business combination.
CCAC’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of CCAC, including their ownership of CCAC’s
securities in the Registration Statement. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to CCAC’s shareholders in connection with
the proposed business combination are set forth in the Registration
Statement, which includes the preliminary proxy
statement/prospectus of CCAC. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed business combination are included in
the Registration Statement, which includes the proxy
statement/prospectus that CCAC filed with the SEC. You may obtain
free copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of CCAC or Quanergy, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward- looking statements for purposes
of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” “project,” “anticipate,” “will
likely result” and similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. All statements, other than statements of present or
historical fact included in this press release, including those
regarding the benefits of the GEM Facility to Quanergy’s financial
position, the impact of the GEM facility on Quanergy’s growth
objectives, CCAC’s ability to consummate the proposed business
combination, anticipated timing of the proposed business
combination, and the combined company’s future products are
forward-looking statements. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the respective management of CCAC
and Quanergy and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of CCAC or Quanergy. Potential risks and uncertainties that
could cause the actual results to differ materially from those
expressed or implied by forward-looking statements include, but are
not limited to, changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the
parties to successfully or timely consummate the proposed business
combination, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the
approval of the shareholders of CCAC or Quanergy is not obtained;
the inability to complete the PIPE offering in connection with the
business combination; failure to realize the anticipated benefits
of the proposed business combination; risk relating to the
uncertainty of the projected financial information with respect to
Quanergy; the amount of redemption requests made by CCAC’s
shareholders; the overall level of consumer demand for Quanergy’s
products; general economic conditions and other factors affecting
consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the
ability to maintain the listing of Quanergy’s securities on the New
York Stock Exchange; the financial strength of Quanergy’s
customers; Quanergy’s ability to implement its business strategy;
changes in governmental regulation, Quanergy’s exposure to
litigation claims and other loss contingencies; disruptions and
other impacts to Quanergy’s business, as a result of the COVID-19
global pandemic and government actions and restrictive measures
implemented in response; stability of Quanergy’s suppliers, as well
as consumer demand for its products, in light of disease epidemics
and health-related concerns such as the COVID-19 global pandemic;
the impact that global climate change trends may have on Quanergy
and its suppliers and customers; Quanergy’s ability to protect
patents, trademarks and other intellectual property rights; any
breaches of, or interruptions in, Quanergy’s information systems;
fluctuations in the price, availability and quality of electricity
and other raw materials and contracted products as well as foreign
currency fluctuations; Quanergy’s ability to utilize potential net
operating loss carryforwards; changes in tax laws and liabilities,
tariffs, legal, regulatory, political and economic risks. The
foregoing list of potential risks and uncertainties is not
exhaustive. More information on potential factors that could affect
CCAC’s or Quanergy’s financial results is included from time to
time in CCAC’s public reports filed with the SEC, including its
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K as well as the other documents CCAC has
filed, or will file, with the SEC, including the final amended
registration statement on Form S-4 that will include proxy
statements/prospectus that CCAC will file with the SEC in
connection with CCAC’s solicitation of proxies for the meeting of
shareholders to be held to approve, among other things, the
proposed business combination. If any of these risks materialize or
CCAC’s or Quanergy’s assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-
looking statements. There may be additional risks that neither CCAC
nor Quanergy presently know, or that CCAC and Quanergy currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward- looking statements reflect CCAC’s and Quanergy’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Neither CCAC nor Quanergy gives
assurance that either CCAC or Quanergy, or the combined company,
will achieve its expectations. CCAC and Quanergy anticipate that
subsequent events and developments will cause their assessments to
change. However, while CCAC and Quanergy may elect to update these
forward-looking statements at some point in the future, CCAC and
Quanergy specifically disclaim any obligation to do so, except as
required by law. These forward-looking statements should not be
relied upon as representing CCAC’s or Quanergy’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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Media: media@quanergy.com Investors: QuanergyIR@ICRinc.com
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