EMBRAER S.A.: Material Fact - Closing of business combination between Eve and Zanite

Rhea-AI Summary

Embraer S.A. (NYSE: ERJ) announced the completion of its business combination with Zanite Acquisition Corp., now renamed Eve Holding, Inc., on May 9, 2022. In this transaction, Embraer Aircraft Holding, Inc. contributed its interests in Eve for 220 million shares of Zanite common stock and invested US$185 million into Eve Holding for an additional 18.5 million shares. Post-transaction, Embraer holds approximately 90% ownership in Eve Holding. This strategic move aligns with Embraer's ongoing innovation and growth strategy.

Positive

• Completion of business combination strengthens Embraer's investment in urban air mobility.
• Embraer holds approximately 90% of Eve Holding's outstanding shares post-transaction.
• Investment of US$185 million indicates commitment to growth and innovation.

Negative

• None.

SÃO JOSÉ DOS CAMPOS, Brazil, May 9, 2022 /PRNewswire/ -- Embraer S.A. (the "Company") (B3: EMBR3, NYSE: ERJ), pursuant to CVM's Resolution No. 44, dated August 23^rd, 2021, and in connection with the material facts disclosed on June 10^th, 2021, December 21^st, 2021 and May 6^th, 2022, hereby informs its shareholders and the market in general that it has completed the previously announced business combination (the "Business Combination") between EVE UAM, LLC ("Eve"), an entity controlled by the Company, and Zanite Acquisition Corp. ("Zanite")  (the "Closing").

In connection with the Closing, Embraer Aircraft Holding, Inc., a subsidiary of the Company ("EAH") contributed all of the Eve limited liability company interests held by it to Zanite in exchange for 220 million shares of Zanite common stock and Zanite changed its corporate name to Eve Holding, Inc. ("Eve Holding"). EAH also completed a cash investment of US$185 million into Eve Holding substantially concurrently with the Closing in exchange for an additional 18.5 million shares of Eve common stock. Eve Holding's common stock and public warrants now trade on the New York Stock Exchange under the tickers "EVEX" and "EVEXW", respectively. As of the Closing, EAH holds 238.5 million shares of Eve Holding's common stock, representing approximately 90% of the outstanding shares of Eve Holding common stock. The remaining shares of common stock are currently owned by Zanite's public stockholders, Zanite's sponsor and certain third-party investors who entered into subscription agreements to purchase shares of common stock at the closing of the Business Combination. Further, the previously announced agreements entered into by the Company in connection with the Business Combination to provide products, inputs, and services to Eve continue to remain in full force and effect.

The Business Combination is in line with the Company's innovation and growth strategy, and its consummation reinforces the Company's commitment to achieve this strategy.

São José dos Campos, May 9, 2022.

Antonio Carlos Garcia
Executive Vice-President and CFO

 

View original content:https://www.prnewswire.com/news-releases/embraer-sa-material-fact---closing-of-business-combination-between-eve-and-zanite-301542571.html

SOURCE Embraer S.A.

FAQ

What is the recent business combination involving Embraer (ERJ)?

Embraer completed a business combination with Zanite Acquisition Corp., now Eve Holding, Inc., on May 9, 2022.

How much did Embraer invest in Eve Holding during the business combination?

Embraer invested US$185 million into Eve Holding as part of the business combination.

What percentage of Eve Holding does Embraer own after the merger?

After the merger, Embraer holds approximately 90% of Eve Holding's outstanding shares.

What is the ticker symbol for Eve Holding after the business combination?

Eve Holding's common stock trades under the ticker symbol 'EVEX' on the NYSE.