Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp.
Next.e.GO Mobile SE and Athena Consumer Acquisition Corp. have announced a definitive business combination, leading to e.GO's public listing on the New York Stock Exchange under the ticker EGOX. The transaction is expected to yield gross proceeds of approximately
- Transaction expected to generate gross proceeds of approximately $285 million.
- Pro forma implied enterprise value of the combined company is $913 million.
- e.GO's production system (MicroFactory) allows for lower investment costs and quicker production times.
- Existing e.GO investors will roll their equity into the combined publicly traded company.
- Potential risks include market adoption challenges for electric vehicles.
- Uncertainty regarding the completion of the transaction due to regulatory approvals and shareholder redemptions.
Combined Company Expected to be Listed on
- Next.e.GO Mobile SE (“e.GO” or the “Company”), the in-production German electric vehicle producer, utilizes disruptive approaches to vehicle design, manufacturing and services to produce urban vehicles with a focus on affordability, convenience, practicality and smart services
- e.GO’s unique low capex production system (MicroFactory), combined with its Industry 4.0 digital architecture, enable the company to develop and produce vehicles in shorter periods and with considerably lower investment as compared to traditional processes
- The Company’s proprietary MicroFactory can be deployed anywhere in the world to take production closer to demand, while offering economic value add to local communities
-
e.GO has produced and put over 1,000 vehicles on the road from its first MicroFactory in
Germany - e.GO plans to expand its global capacity with its second MicroFactory, construction of which is expected to start before the end of 2022
-
Transaction expected to provide gross proceeds of up to approximately
to e.GO, comprised of up to approximately$285 million from Athena Consumer Acquisition Corp.’s trust account (assuming no redemptions) and up to$235 million in intended debt financing$50 million -
Up to
expected to be made available under a standby equity purchase agreement (“SEPA”) pursuant to a letter of intent with$150 million Yorkville Advisors Global, LP - Proceeds to provide growth capital to e.GO for production ramp up, including expansion of MicroFactory build outs
-
Pro forma implied enterprise value of the combined company of
$913 million - All existing e.GO investors to roll their equity into combined publicly traded company
-
Combined company expected to be listed on the
New York Stock Exchange under the ticker “EGOX”
e.wave X (Photo: Business Wire)
e.GO, headquartered in
The Company achieves considerably lower overall investment costs compared to traditional vehicle development and manufacturing methods, by leveraging its in-house manufacturing processes as well as its proprietary MicroFactory along with its tech-first IT architecture (Internet of Production), which simplify the production process and require less capital spend per unit of output compared to traditional methods.
In 2018, e.GO constructed its first MicroFactory in
To date, e.GO has put over 1,000 of its vehicles on the road and is currently working to expand its geographic reach and production footprint. The Company’s second MicroFactory in
The Company’s brand ambassador, the Brazilian football sensation
“The partnership we announced with Athena today is a remarkable milestone in e.GO’s journey,” said Ali Vezvaei Chairman of the Board of e.GO. “This Transaction will allow us to accelerate our growth, expand our global reach, and continue our track record of disruptive innovation. e.GO has already made a mark in
“The Athena platform of SPACs is focused on bringing tomorrow’s industry leaders to the public markets today, and we believe e.GO has all the elements to deliver on that promise,” said
Transaction Overview
The Transaction is anticipated to generate gross proceeds of up to approximately
After the Transaction, e.GO’s leadership will continue to execute on e.GO’s strategy and growth. The Board of Directors of the combined company will include representation from e.GO and Athena and will be chaired by Ali Vezvaei.
The Transaction has been unanimously approved by the boards of directors of Athena and e.GO. Completion of the proposed Transaction is subject to customary closing conditions.
Additional information about the proposed Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by Athena with the
Advisors
Investor Conference Call Information
e.GO and Athena will host a joint investor conference call to discuss the proposed Transaction today,
To listen to the prepared remarks via telephone from the
About e.GO
e.GO, headquartered in
Visit https://www.e-go-mobile.com/ to learn more.
About
Important Information about the Business Combination and Where to Find It
In connection with the Business Combination, Next.e.
This press release is for informational purposes only and 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering 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 (the “Securities Act”), or an applicable exemption from the registration requirements thereof.
Participants in the Solicitation
Athena, e.GO, TopCo and their respective directors, executive officers, other members of management, and employees, under
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Athena, e.GO, and TopCo’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, the level of redemptions by Athena’s public stockholders, the timing of the completion of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Athena, e.GO, and TopCo’s management 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 by any investor 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 may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Athena, e.GO, and TopCo.
These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required 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 stockholders of Athena or e.GO is not obtained; (iii) failure to realize the anticipated benefits of the proposed Business Combination; (iv) risks relating to the uncertainty of the projected financial information with respect to e.GO; (v) the outcome of any legal proceedings that may be instituted against Athena and/or e.GO following the announcement of the Business Combination agreement and the transactions contemplated therein; (vi) future global, regional or local economic and market conditions; (vii) the development, effects and enforcement of laws and regulations; (viii) e.GO’s ability to grow and achieve its business objectives; (ix) the effects of competition on e.GO’s future business; (x) the amount of redemption requests made by Athena’s public stockholders; (xi) the ability of Athena or the combined company to issue equity or equity-linked securities in the future; (xii) the ability of e.GO and Athena to raise interim financing in connection with the Business Combination; (xiii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xiv) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation, (xv) costs related to the Business Combination, (xvi) the impact of the global COVID-19 pandemic and (xvii) those factors discussed in the “Risk Factors” section of Athena’s Annual Report on Form 10-K for the year ended
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e.GO
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Source: Next.e.GO Mobile SE
FAQ
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