EVBox Group to Gain Access to Growth Capital to
Fuel Global Expansion
EVBox Group’s Leadership Position in European
EV Charging Solutions is Aligned with TPG Pace Beneficial Finance’s
Commitment to Advancing High-Growth, ESG-Focused Companies
Globally
ENGIE to Retain 40+% Ownership
Institutional Investors Including Funds and
Accounts Managed by BlackRock, Inclusive Capital Partners,
Neuberger Berman Funds and Wellington Management to Invest
Additional $225 Million of Equity Through Private Placement at
Closing
EVBox Group to be Listed on the NYSE Following
Close Expected Late Q1-2021
TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS)
(“TPG Pace”), a publicly traded special purpose acquisition company
(“SPAC”) formed by TPG that is focused on high-growth companies
with strong environmental, social and governance (“ESG”)
principles, today announced it has entered into a definitive
agreement with ENGIE New Business S.A.S., a wholly owned subsidiary
of ENGIE S.A. (“Engie”), a multi-national utility with headquarters
in France, to acquire its subsidiary EV Charged B.V. (the
“Company”, “EVBox” or “EVBox Group”) for a combination of cash and
equity. EVBox is a leading global provider of smart charging
solutions for electric vehicles (“EV”) with Europe’s largest
installed base of charging solutions and the most advanced
cloud-based software offering.
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The transaction is expected to provide EVBox with significant
growth capital to expand its reach globally, with focus on Europe
and North America, and broaden its technology portfolio,
positioning the company to drive and benefit from the growing wave
of EV adoption. Following the transaction, EVBox expects to have
more than $425 million of cash on its balance sheet, including a
portion of the proceeds of TPG Pace’s fully committed Private
Investment in Public Equity (“PIPE”) of $225 million, $100 million
from TPG Pace’s Forward Purchase Agreements and $350 million of
cash held in TPG Pace’s trust account. EVBox also expects to
benefit from the partnership with TPG, which has a proven track
record of assisting high-growth technology companies successfully
transition to the public equity markets. ENGIE will retain a more
than 40 percent ownership stake in the Company and expects to
continue as a key partner of the Company following the
transaction.
“For over a decade, EVBox has been a pioneer in the electric
vehicle charging industry, developing and launching innovative
software propositions along with award-winning charging stations.
We are now scaled for further global expansion and to take a
leading role in the anticipated acceleration of EV adoption as we
work towards a future where everyday transportation is electric,
emission-free and sustained by a clean charging infrastructure,”
said Kristof Vereenooghe, President and CEO of EVBox Group. “The
global support for this future is ever more evident as world
leaders convene in two days for the Climate Ambition Summit to set
even more aggressive national goals. With our new partners at TPG,
support from ENGIE and a prestigious group of new investors, we
anticipate being well positioned to help meet these goals by
accelerating product development and providing end-to-end solutions
to our expanding customer base, particularly in North America.”
“TPG’s position as one the first movers in both SPACs and impact
investing gives us a distinct advantage to help select
purpose-driven and disruptive companies as they transition to the
public equity markets. We believe that EVBox is a perfect fit with
our investment thesis, and we are positioned to help accelerate the
growth of this market-leading impact company by providing
significant capital and capabilities to assist its mission,” said
Karl Peterson, of TPG Pace Group. “We look forward to collaborating
with Kristof and the extremely talented EVBox team on the next
phase of their growth story and using our network to help them
expand on both sides of the Atlantic.”
EVBox is focused on solving the unique demands of customers,
businesses and drivers in the dynamic EV industry, and driving
innovations that anticipate future market needs. EVBox offers a
portfolio of both hardware and enterprise software solutions and
has built the industry’s largest installed base of EV charging
solutions, with more than 190,000 charge ports across 70 countries.
The Company’s growth is driven by sales of equipment as well as
recurring-revenue software subscriptions, services and transaction
processing fees. EVBox’s open architecture SaaS platform, Everon,
serves as the backbone of the offering, with a cloud-native,
charging management solution that can support both EVBox and
third-party hardware. The Everon software enables new monetization
opportunities for charging station owners, supports dynamic load
management and enables integration with other software via APIs.
EVBox’s offering also includes a complete suite of award-winning AC
level 2 and DC fast and ultra-fast, smart charging stations,
ranging from 3 to 350 kW, all served by mobility services offered
through partners worldwide. EVBox is also a founding member of the
Open Charge Alliance and its offerings comply with all Open Charge
Point Protocols.
Michael MacDougall, President of TPG Pace, said, “We’ve been
closely following this sector and have come to appreciate that
charging solutions in Europe are several years ahead of the U.S.
and poised to experience explosive growth from the green
initiatives of governments, major corporations, automotive OEMs and
consumers, alike. EVBox has an enviable position as a clear leader
across Europe with the best charging station offering and a clearly
differentiated cloud-based software solution that will be an even
more important factor in the next stage of this critical market’s
evolution.”
“As part of its refocus on renewables and clean technology,
ENGIE acquired EVBox in 2017. Since then, EVBox has been at the
forefront in providing EV charging solutions in Europe,” said Yves
Le Gélard, Executive Vice President, Chief Digital Officer at
ENGIE. “We have been impressed by EVBox’s pace of technology
development and look forward to the Company’s continued evolution
as an independent publicly traded company. The acquisition of EVBox
enabled ENGIE to quickly step into the electric charging market,
and to build strong positions across Europe. ENGIE now plans to
focus its efforts towards design and operation of EV charging
infrastructures. eMobility remains at the core of our strategy and
we look forward to EVBox being a strong partner to ENGIE.”
TPG Pace worked extensively with its affiliate, Y Analytics, to
measure and quantify the Company’s ESG performance and impact. Y
Analytics is a distinctive capability in the ESG and impact
investing marketplace, leveraging research and fact-based evidence
to generate value-centric ESG and impact performance insights for
the investment process. Y Analytics concluded that EVBox presents a
transformational opportunity for positive environmental impact,
estimating that over the next five years, EVBox’s product offering
has the potential to catalyze EV adoption at a rate that averts
more than 19 million metric tons of CO2 over the lifetime of the
vehicles. Following the transaction, Y Analytics expects to
continue to work with EVBox to help the Company effectively
communicate and track its ESG performance and impact.
TPG has had a long-standing commitment to fostering ESG
performance in its portfolio and has grown The Rise Fund, its $5
billion impact investing platform, to become the largest of its
kind in the private markets. The firm has an extensive track-record
of identifying markets at inflection points and supporting
disruptive high-growth companies poised to catalyze or accelerate
structural changes in those markets. TPG also has deep experience
transitioning companies from the private to public market, having
taken 55 companies public over the past 10 years. With that
expertise, the firm launched the TPG Pace Group in 2015 to sponsor
SPACs and other permanent capital solutions for companies and has
since successfully completed five SPAC IPOs to date.
Transaction Summary
The business combination values EVBox at an implied $969 million
enterprise value. Upon transaction closing, and assuming no
redemptions by TPG Pace stockholders, EVBox is expected to have
approximately $425 million in cash, and a total pro-forma equity
value of approximately $1.394 billion.
TPG Pace raised capital through an initial public offering for
the purpose of entering into a merger, stock purchase or similar
business combination with one or more businesses. The combined
company will be renamed EVBox Group. Its common shares and warrants
are expected to be listed on the New York Stock Exchange (the
“NYSE”) under the ticker symbols “EVB” and “EVB WS” Upon closing,
EVBox will have a nine person board and a majority of independent
directors.
Cash proceeds raised in the transaction will be used to fund
operations, support growth and notably pay cash consideration of up
to $180 million to ENGIE.
ENGIE expects that the transaction will result in a net debt
decrease of ca 0.2 bn€ and EVBox no longer being consolidated in
its accounts, with ENGIE’s remaining approximate 40+% shareholding
accounted by the equity method.
The transaction is subject to approval by the TPG Pace
shareholders and other customary closing conditions. Both ENGIE and
TPG Pace have all other required approvals for the proposed
transaction. The transaction is expected to close late Q1 2021.
Advisors
Nomura Greentech acted as financial advisor to ENGIE. Deutsche
Bank Securities Inc., J.P. Morgan Securities LLC, Barclays Capital
Inc. and TPG Capital BD, LLC acted as capital markets advisors and
PIPE placement agents to TPG Pace. Linklaters LLP acted as the
legal advisor to ENGIE and Vinson & Elkins L.L.P. acted as the
legal advisor to TPG Pace.
Investor Webcast and Presentation
Information
At 5:00 pm EST on December 10, 2020, TPG Pace will be holding an
investor conference call. For those who wish to participate, the
domestic toll-free access number is +1 833 470 1428 and the
international toll-free access number is +1 404 975 4839. Once
connected with the operator, please provide the Conference ID
number of 529691 and request access to the EVBox Transaction
Announcement Investor Call.
A replay of the call will also be available from 6:00 pm EST on
December 10, 2020 to 11:59 pm EST on January 10, 2021. To access
the replay, go to https://www.netroadshow.com/ and enter the Entry
Code: Capital58.
All investor materials, including a copy of the investor
presentation, can be found at
https://www.tpg.com/pace-beneficial-finance.
About EVBox Group
Founded in 2010, EVBox Group is a leading global provider of EV
charging technologies, empowering forward-thinking businesses to
drive sustainable mobility, by offering integrated, flexible and
scalable EV charging solutions. As a technology pioneer, EVBox
Group has been at the forefront of many industry-defining
developments including actively promoting smart charging
technologies, price transparency and free roaming of charging
infrastructure across borders. EVBox Group always seeks to
collaborate closely with industry partners and public
organizations, with the goal of providing customers and drivers the
best charging experience. EVBox Group has been a pioneer and
promoter of open standards and offers its drivers a network of more
than 190,000 charge ports and its site hosts a possibility to open
their charging infrastructure to more than 2 million drivers. EVBox
Group is active in all market segments, with customers varying from
residential to workplace to retail to fleets and automakers—who all
trust the company’s proven, complete charging solutions to help
them efficiently and sustainably expand their business. For more
information, visit evbox.com. For media questions, please reach out
to press@evbox.com.
About ENGIE
ENGIE is a global reference in low-carbon energy and services.
ENGIE’s purpose (“raison d’être”) is to act to accelerate the
transition towards a carbon-neutral world, through reduced energy
consumption and more environmentally friendly solutions,
reconciling economic performance with a positive impact on people
and the planet. ENGIE relies on its key businesses (gas, renewable
energy, services) to offer competitive solutions to its customers.
With its 170,000 employees, its customers, partners and
stakeholders, ENGIE is a community of Imaginative Builders,
committed every day to more harmonious progress.
Turnover in 2019: 60.1 billion Euros. ENGIE is listed on the
Paris and Brussels stock exchanges (ENGI) and is represented in the
main financial indices (CAC 40, DJ Euro Stoxx 50, Euronext 100,
FTSE Eurotop 100, MSCI Europe) and non-financial indices (DJSI
World, DJSI Europe and Euronext Vigeo Eiris - World 120, Eurozone
120, Europe 120, France 20, CAC 40 Governance).
About TPG
TPG is a leading global alternative asset firm founded in 1992
with approximately $85 billion of assets under management and
offices in Austin, Beijing, Fort Worth, Hong Kong, London,
Luxembourg, Melbourne, Moscow, Mumbai, New York, San Francisco,
Seoul, Singapore, and Washington, DC. TPG's investment platforms
are across a wide range of asset classes, including private equity,
growth equity, real estate, and public equity. TPG aims to build
dynamic products and options for its investors while also
instituting discipline and operational excellence across the
investment strategy and performance of its portfolio. For more
information, visit www.tpg.com or Twitter @TPG.
About TPG Pace Group and TPG
Pace
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient, and highly flexible
investor base, allowing it to seek compelling opportunities that
will thrive in the public markets. TPG Pace Group has sponsored
five special purpose acquisition companies (“SPACs”) and raised
more than $3 billion since 2015.
TPG Pace raised $350 million in its October 2020 IPO in order to
seek a business combination target that combines attractive
business fundamentals with, or with the potential for strong
environmental, social and governance (“ESG”) principles and
practices. For more information, visit
https://www.tpg.com/pace-beneficial-finance.
TPG Pace Group is also sponsoring TPG Pace Tech Opportunities
(NYSE: PACE, PACE.U, PACE WS) which raised $450 million in its
October 2020 IPO along with $150 million of forward purchase
agreements. It is seeking a business combination with a leading
technology company that complements the experience and expertise of
our management team and TPG and is a business that TPG’s
transformative operating skills and strategic advice can help
improve. For more information, visit
https://www.tpg.com/story/tpg-pace-tech-opportunities.
About Y Analytics
Y Analytics is a public benefit corporation where independent
research and capital converge for good. Y Analytics bridges the
divide between decision-makers and the research community,
leveraging a research-based approach to help better understand the
impact of capital allocation decisions. Y Analytics enables the
increasing efficiency and reach of every dollar invested for
impact. The organization was founded by TPG in conjunction with The
Rise Fund and is headquartered in Washington, D.C. For more
information, visit yanalytics.org.
Important Information for Investors and
Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
In connection with the proposed business combination, Edison
Holdco B.V. (“Holdco”), an affiliate of TPG Pace, will file with
the Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4, which will include a prospectus of Holdco
and a proxy statement of TPG Pace. Holdco and TPG Pace also plan to
file other documents with the SEC regarding the proposed
transaction. After the registration statement has been declared
effective by the SEC, a definitive joint proxy statement/prospectus
will be mailed to the shareholders of TPG Pace. INVESTORS AND
SHAREHOLDERS OF TPG PACE ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS
COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and shareholders will be able to obtain free copies of
the joint proxy statement/prospectus and other documents containing
important information about Holdco and TPG Pace once such documents
are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov.
Participants in the
Solicitation
Holdco, TPG Pace, ENGIE and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of TPG Pace in
connection with the proposed transaction. Information about the
directors and executive officers of TPG Pace is set forth in TPG
Pace’s initial public offering prospectus, which was filed with the
SEC on October 8, 2020. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Forward Looking
Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed merger of
TPG Pace into New TPG Pace Beneficial Finance Corp. and the
proposed acquisition of the common shares of EVBox Group by Holdco,
Holdco’s, ENGIE New Business’s and TPG Pace’s ability to consummate
the transaction, the benefits of the transaction and Holdco’s
future financial performance following the transaction, as well as
Holdco’s, ENGIE New Business’s and TPG Pace’s strategy, future
operations, financial position, estimated revenues, and losses,
projected costs, prospects, plans and objectives of management are
forward looking statements. When used herein, including any oral
statements made in connection herewith, the words “outlook,”
“believes,” “expects,” “potential,” “continues,” “may,” “will,”
“should,” “could,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Holdco, EVBox Group, ENGIE and TPG Pace disclaim
any duty to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect
events or circumstances after the date hereof. Holdco, EVBox Group,
ENGIE and TPG Pace caution you that these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control
of Holdco and TPG Pace. These risks include, but are not limited
to, (1) the inability to complete the transactions contemplated by
the proposed business combination; (2) the inability to recognize
the anticipated benefits of the proposed business combination,
which may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3) risks related to the rollout of EVBox Group’s
business and expansion strategy; (4) consumer failure to accept and
adopt electric vehicles; (5) overall demand for electric vehicle
charging and the potential for reduced demand if governmental
rebates, tax credits and other financial incentives are reduced,
modified or eliminated; (6) the possibility that EVBox Group’s
technology and products could have undetected defects or errors;
(7) the effects of competition on EVBox Group’s future business;
(8) the inability to successfully retain or recruit officers, key
employees, or directors following the proposed business
combination; (9) effects on TPG Pace’s public securities’ liquidity
and trading; (10) the market’s reaction to the proposed business
combination; (11) the lack of a market for TPG Pace’s securities;
(12) TPG Pace’s and EVBox Group’s financial performance following
the proposed business combination; (13) costs related to the
proposed business combination; (14) changes in applicable laws or
regulations; (15) the possibility that the novel coronavirus
(“COVID-19”) may hinder TPG Pace’s ability to consummate the
business combination; (16) the possibility that COVID-19 may
adversely affect the results of operations, financial position and
cash flows of TPG Pace, Holdco or EVBox Group; (17) the possibility
that TPG Pace or EVBox Group may be adversely affected by other
economic, business, and/or competitive factors; and (18) other
risks and uncertainties indicated from time to time in documents
filed or to be filed with the SEC by TPG Pace. Should one or more
of the risks or uncertainties described herein and in any oral
statements made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may
impact Holdco’s and TPG Pace’s expectations and projections can be
found in TPG Pace’s initial public offering prospectus, which was
filed with the SEC on October 8, 2020. In addition, TPG Pace’s
periodic reports and other SEC filings are available publicly on
the SEC’s website at www.sec.gov.
ADDITIONAL INFORMATION ABOUT THE
BUSINESS COMBINATION AND WHERE TO FIND IT
In connection with the proposed business combination, Holdco
will file a registration statement on Form F-4 and the related
proxy statement/prospectus with the SEC. Additionally, Holdco and
TPG Pace will file other relevant materials with the SEC in
connection with the proposed merger of TPG Pace into New TPG Pace
Beneficial Finance Corp. and the proposed acquisition from ENGIE of
the common shares of EVBox Group by Holdco. The materials to be
filed by Holdco and TPG Pace with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. Investors and security
holders of TPG Pace are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed business combination because they will
contain important information about the business combination and
the parties to the business combination.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201210006109/en/
Media: ENGIE Tél.
France: +33 (0)1 44 22 24 35 Email: engiepress@engie.com ENGIEpress
EVBox: Job Karstens job.karstens@evbox.com +31 (0)6 22 26 55
25 Madeline Vidak madeline.vidak@evbox.com +31 (0)6 30 71 06 93
General: press@evbox.com TPG/TPG Pace Luke Barrett (415)
743-1550 media@tpg.com Tom Johnson/Sheila Ennis Abernathy MacGregor
(917) 747-6990/(510) 604-8027 tbj@abmac.com/ sbe@abmac.com
Investor: ENGIE Tél.:
+33 (0)1 44 22 66 29 Email: ir@engie.com
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