Cenntro Electric Group Limited Announces Imminent Implementation of the Scheme of Arrangement

Rhea-AI Summary

Cenntro Electric Group Limited (CENN) announces the implementation of a scheme of arrangement to redomicile from Australia to the United States. HoldCo will acquire all issued ordinary shares of Cenntro on a 1:1 basis, with shares remaining tradable under the ticker symbol 'CENN' on Nasdaq.

Insights

Financial Analyst

The redomiciliation of Cenntro Electric Group Limited from Australia to the United States via a scheme of arrangement is a strategic move that could have various financial implications. From a financial standpoint, the relocation to a U.S. domicile can potentially offer the company access to a larger pool of investors and a more liquid stock market. This could enhance the company's ability to raise capital for future growth and investments. Additionally, the U.S. market may offer more favorable tax treatments and a regulatory environment that could be beneficial for the company's bottom line.

It's important to note that the 1:1 share exchange ratio maintains the equity value for existing shareholders, which is a neutral factor in the short term. However, the change in CUSIP number reflects a technical adjustment that signifies the completion of the redomiciliation process. Investors should monitor the company's performance post-redomiciliation to assess any changes in trading volumes or investor sentiment that may arise from the company's new U.S. presence.

Market Research Analyst

Market dynamics for electric commercial vehicles are evolving, with increasing demand driven by a global push towards sustainability and clean energy. Cenntro's move to the U.S. positions the company within a market that is aggressively adopting electric vehicles (EVs), spurred by both governmental policies and private sector initiatives. The U.S. market offers a robust infrastructure for EVs and a growing customer base that is receptive to commercial electric vehicles, which could translate into increased market share and sales for Cenntro.

Furthermore, being listed on the Nasdaq could enhance visibility among investors who are specifically interested in technology and green energy sectors. This could potentially lead to an increase in trading activity and investor interest. However, it's crucial for Cenntro to capitalize on the U.S. market's opportunities by scaling operations effectively and navigating the competitive landscape, which includes well-established EV manufacturers as well as emerging players.

Legal Expert

The legal process of redomiciliation through a scheme of arrangement indicates a well-planned and structured approach to corporate restructuring. This legal mechanism ensures that the transition is executed in an orderly manner, with clear guidelines for shareholders and regulatory compliance. One key aspect of this process is the protection of shareholder rights, as evidenced by the issuance of shares on a 1:1 basis without diluting ownership.

Additionally, the adherence to timelines and the coordination with Nasdaq to maintain the continuity of trading under the same ticker symbol 'CENN' demonstrates a commitment to transparency and regulatory compliance. The legal implications of such a move are significant, as they involve cross-border legal frameworks and require meticulous attention to the corporate governance standards of both the departing and receiving jurisdictions. Stakeholders should be reassured by the company's adherence to these rigorous legal standards.

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 redomicile 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 ("HoldCo") for the purpose of effecting the Scheme.

Cenntro is pleased to announce that the Scheme will be implemented tomorrow February 27, 2024, in accordance with the previously announced timeline (the “Implementation Date”). On the Implementation Date, HoldCo will acquire all of the issued ordinary shares of Cenntro and exchange them for shares of common stock of HoldCo on a 1:1 basis. Implementation of the Scheme will not affect trading of shares on Nasdaq under ticker symbol "CENN". Shares of common stock of HoldCo issued in exchange for Cenntro ordinary shares will remain tradable under the same Nasdaq ticker symbol, “CENN” on and from the Implementation Date. The CUSIP number attributable to the Cenntro ordinary shares will change from Cenntro’s CUSIP number—Q6519V120, to HoldCo’s CUSIP number—150964104 on the Implementation Date.

As previously announced on February 16, 2024, all eligible Cenntro shareholders who held ordinary shares in the Company as at 7:00pm (Australian Eastern Daylight Time) on February 22, 2024 (the "Record Date") will be issued one share of common stock of HoldCo in exchange for every one ordinary share of Cenntro which they held as at the Record Date. Cenntro and HoldCo anticipate that statements of shareholdings will be dispatched to eligible Cenntro shareholders to confirm the settlement and issue of common stock of HoldCo, commencing on February 29, 2024.

Cenntro has requested by way of submission of a “corporate action” form to Nasdaq, and Nasdaq has previously approved, the exchange of Cenntro ordinary shares into shares of common stock of HoldCo from the close of trading on Nasdaq one trading day immediately prior to the Implementation Date, in order to effect a transfer of the listing of Cenntro to a listing of HoldCo. Cenntro and HoldCo anticipate that common stock of HoldCo will be listed on Nasdaq, and trading will commence, from commencement of trade on the Implementation Date.

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/20240226453790/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'.

When will the scheme of arrangement be implemented?

The scheme of arrangement will be implemented on February 27, 2024.

How will the shares of common stock of HoldCo be exchanged for Cenntro ordinary shares?

Shares of common stock of HoldCo will be exchanged for Cenntro ordinary shares on a 1:1 basis.

What will happen to the trading of shares on Nasdaq under the ticker symbol 'CENN' after the implementation of the scheme?

Trading of shares on Nasdaq under the ticker symbol 'CENN' will not be affected after the implementation of the scheme.

What is the CUSIP number for HoldCo after the implementation of the scheme?

HoldCo's CUSIP number will be 150964104 after the implementation of the scheme.