Cenntro Electric Group Limited Announces Approval of the Scheme of Arrangement by the Supreme Court of New South Wales

Rhea-AI Summary

Cenntro Electric Group Limited (NASDAQ: CENN) announces the approval of the proposed scheme of arrangement to re-domicile from Australia to the United States. The Supreme Court of New South Wales approved the scheme, making it legally effective. Eligible shareholders will receive one share of common stock in Cenntro Inc. for every one ordinary share held. Key milestones include the Record Date on February 22, 2024, and the Implementation Date on February 27, 2024.

Insights

Market Research Analyst

The re-domiciliation of Cenntro Electric Group Limited from Australia to the United States represents a strategic move that could have significant implications for the company's market position and valuation. By transitioning to a U.S. domicile, Cenntro may benefit from a more favorable corporate environment, potentially including tax advantages, increased access to capital markets and closer proximity to key markets and suppliers. This could enhance the company's ability to scale operations and accelerate growth in the burgeoning electric vehicle (EV) sector.

Furthermore, the change in domicile might lead to an adjustment in the company's investor base, as U.S.-based investors who were previously reluctant to invest in a foreign entity might now consider taking positions. The shift could also result in increased analyst coverage and media attention, further raising the company's profile. However, investors should monitor the implementation of the Scheme and any associated costs, as these could affect the company's short-term financials.

Legal Expert

The approval by the Supreme Court of New South Wales and the subsequent lodgment with the Australian Securities and Investments Commission (ASIC) signifies that Cenntro has successfully navigated the legal complexities associated with cross-border re-domiciliation. The legal effectiveness of the Scheme ensures a seamless transition of shareholder equity, with a one-for-one exchange of shares. This legal order provides certainty to shareholders and the market, as it finalizes the shareholder entitlements and sets forth a clear timeline for the implementation of the Scheme.

It is essential for shareholders and potential investors to understand the legal framework of such corporate actions, as they can have profound effects on shareholder rights and company governance. The legal processes surrounding the re-domiciliation and the issuance of new shares in a different jurisdiction also underscore the importance of regulatory compliance in international corporate transactions.

Financial Analyst

From a financial perspective, the re-domiciliation of Cenntro to the U.S. could lead to a re-evaluation of the company's stock by the market. The one-for-one share exchange maintains equity value for current shareholders, while potentially opening doors for new investment opportunities. Investors should consider the impact of the re-domiciliation on the company's future earnings potential, given the U.S.'s significant EV market.

Additionally, the costs associated with the re-domiciliation process, including legal and administrative expenses, will likely affect the company's near-term financials. However, if managed effectively, the long-term benefits of the move, such as operational efficiencies and strategic partnerships, could outweigh these initial expenses. Investors will need to balance these factors when assessing the company's future financial health and stock performance.

FREEHOLD, N.J.--(BUSINESS WIRE)-- Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro” or “the Company”), a leading electric vehicle technology company with advanced, market-validated electric commercial vehicles, refers to the proposed scheme of arrangement in relation to which Cenntro will re-domicile from Australia to the United States ("U.S.", the “Scheme”), and under which Cenntro will become a subsidiary of Cenntro Inc., a corporation incorporated in accordance with the laws of the state of Nevada for the purpose of effecting the Scheme.

Cenntro is pleased to announce that the Supreme Court of New South Wales, Australia (the "Court") made orders approving the proposed Scheme on Friday, February 16, 2024 (Australian Eastern Daylight Time, "AEDT").

Cenntro further confirms that it has today lodged an office copy of the orders made by the Court approving the Scheme with the Australian Securities and Investments Commission ("ASIC") pursuant to sub-section 411(10) of the Corporations Act 2001 (Cth), as a result of which the Scheme is now legally effective.

An office copy of the Court orders lodged with ASIC is attached at Annexure A to this press release.

Eligible Cenntro shareholders who hold Cenntro ordinary shares of the Company as at 7:00pm (AEDT) on Thursday, February 22, 2024 (the "Record Date") will receive one share of common stock in Cenntro Inc. in exchange for every one ordinary share of the Company which such eligible Cenntro shareholder held as of the Record Date.

Next steps

An indicative timetable of the key milestones remaining under the Scheme is set out below:

Expected date*	Event
Thursday, February 22, 2024 at 7:00pm	Record Date – being the time and date for determining entitlements to Scheme consideration
Tuesday, February 27, 2024	Implementation date – being the date on which the Scheme will be implemented and Cenntro shareholders will receive the Scheme consideration which they are entitled to
Thursday, February 29, 2024	Commencement of dispatch to Eligible Cenntro shareholders of statements confirming the issue of common stock in Cenntro Inc.

*All dates and times listed in the table above are in AEDT and are indicative only and subject to change. Cenntro, in consultation with Cenntro Inc., may vary any or all of these dates and times and will provide reasonable notice of any such variation. Any changes will be announced by Cenntro to Nasdaq and published on Cenntro’s website at www.cenntroauto.com.

About Cenntro Electric Group Ltd.

Cenntro Electric Group Ltd. (NASDAQ: CENN) is a leading maker and provider of electric commercial vehicles (“ECVs”). Cenntro's purpose-built ECVs are designed to serve a variety of commercial applications inclusive of its line of class 1 to class 4 trucks. Cenntro is building a globalized supply-chain, as well as the manufacturing, distribution, and service capabilities for its innovative and reliable products. Cenntro continues to evolve its products capabilities through advanced battery, powertrain, and smart driving technologies. For more information, please visit Cenntro's website at: http://www.cenntroauto.com/.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as "may,'' "believe,'' "anticipate,'' "could,'' "should,'' "intend,'' "plan,'' "will,'' "aim(s),'' "can,'' "would,'' "expect(s),'' "estimate(s),''"project(s),'' "forecast(s)'', "positioned,'' "approximately,'' "potential,'' "goal,'' "strategy,'' "outlook'' and similar expressions. Examples of forward-looking statements include, among other things, statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management's current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact Cenntro’s forward-looking statements, please see disclosures contained in Cenntro's public filings with the SEC, including the "Risk Factors" in Cenntro's Annual Report on Form 10K/A filed with the Securities and Exchange Commission on July 6, 2023 and which may be viewed at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240216595094/en/

Investor Relations Contact:

Chris Tyson

MZ North America

CENN@mzgroup.us

949-491-8235



Company Contact:

PR@cenntroauto.com

IR@cenntroauto.com

Source: Cenntro Electric Group Limited

FAQ

What is the ticker symbol for Cenntro Electric Group Limited?

The ticker symbol for Cenntro Electric Group Limited is CENN.

What is the proposed scheme of arrangement for Cenntro Electric Group Limited?

The proposed scheme of arrangement involves re-domiciling Cenntro from Australia to the United States.

When was the proposed scheme of arrangement approved?

The proposed scheme of arrangement was approved by the Supreme Court of New South Wales on February 16, 2024.

What will eligible shareholders receive in exchange for their ordinary shares?

Eligible shareholders will receive one share of common stock in Cenntro Inc. for every one ordinary share held.

What are the key milestones remaining under the Scheme?

Key milestones include the Record Date on February 22, 2024, and the Implementation Date on February 27, 2024.