- Essentium is transforming the future landscape of both supply
chains and manufacturing through sustainable solutions across
multiple global industries
- Essentium’s sustainable manufacturing solution eliminates over
70% of waste versus traditional manufacturing; on-site printing
reduces heavy logistics requirement and limits carbon
footprint
- Marquee global customer base includes the U.S. Department of
Defense (“DoD”), which offers a $20 billion revenue opportunity
alone1 out of an immediate total addressable market (“TAM”) of $209
billion
- Essentium’s growing pipeline of more than 280 customers
comprises approximately $3.4 billion in revenue opportunity
- Highly advanced technology backed by an extensive intellectual
property (“IP”) portfolio of more than 150 patents to date
- Existing Essentium shareholders, including BASF SE (“BASF”),
the world's largest chemical producer, are rolling over 100% of
their equity into the combined company
- The combined company is expected to have an implied pro forma
enterprise value of $974 million, including $346 million in cash on
the balance sheet following the transaction, assuming no
redemptions and net of transaction expenses. All proceeds are
expected to primarily fund organic growth initiatives
- The transaction includes $345 million cash held in trust by
Atlantic Coastal as well as a fully committed common stock PIPE of
over $40 million anchored by strategic and institutional investors
including BASF, Atalaya Capital Management LP (“Atalaya”) and
Apeiron Investment Group (“Apeiron”), the private investment firm
of entrepreneur and investor Christian Angermayer
- The transaction also includes a commitment by an affiliate of
Atalaya to co-tender for up to 10 million shares from redeeming
stockholders at closing, and a forward purchase agreement by
Atlantic Coastal for the same amount of shares
- Transaction is expected to close around the end of the first
quarter of 2022 and the combined company anticipates being listed
on the Nasdaq under the ticker symbol “ADTV”
- An investor webcast is scheduled for Wednesday, December 1,
2021 at 8:00 am EST
Essentium, Inc. (“Essentium” or the “Company”), a leading
innovator of industrial additive manufacturing solutions, announced
today that it has entered into a definitive business combination
agreement with Atlantic Coastal Acquisition Corporation (NASDAQ:
ACAH) (“Atlantic Coastal”). Upon completion of the transaction,
which is expected to occur around the end of the first quarter of
2022, the combined company will retain the Essentium name and is
expected to be traded on The Nasdaq Stock Market, LLC (“Nasdaq”)
under the new ticker symbol “ADTV”.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20211201005494/en/
Founded in 2013, Essentium is an advanced manufacturing
ecosystem provider that develops industrial 3D printing solutions
across systems, materials, software, and services to enable a new
distributed and sustainable manufacturing footprint. The Company’s
ecosystem cost-effectively addresses full-scale production runs,
producing parts that can match the strength of injection molding at
a very low total cost of ownership (“TCO”) compared to industry
peers. Essentium’s ability to create high quality parts using
best-in-class printing speeds, all while maintaining a disruptive
TCO, has enabled the Company to unlock substantial value for
additive manufacturing applications.
“Essentium is transforming the future landscape of supply chains
by delivering truly distributed, sustainable manufacturing and
operating solutions within all contexts including the ability to
operate successfully in contested logistics environments,” Blake
Teipel, Ph.D., Chief Executive Officer of Essentium, said.
“Fundamental deficits in our existing global supply chain models
are being exacerbated by escalating obstacles such as trade
imbalances and the global pandemic – all leading to protracted
distribution bottlenecks. Today’s announcement represents a major
milestone in our efforts to provide long-term, sustainable
solutions for a new manufacturing paradigm that can meet these
global challenges head-on. Essentium’s solution deploys regional,
distributed production capabilities to enable supply chain
transparency, and flexible inventory management at a highly
competitive TCO, all while reducing waste and supporting a limited
carbon footprint through on-site printing.”
“We launched Atlantic Coastal with an ESG-centric focus and a
mandate to partner with a company that will transform the nature of
international commerce, and we believe that Essentium, with its
potential to change the global supply chain, is exactly that
partner,” said Shahraab Ahmad, Chairman and Chief Executive Officer
of Atlantic Coastal. “Blake and his experienced team have developed
a deep technology moat, a product ecosystem validated by the DoD,
and a razor/razor-blade model that delivers significant recurring
revenue, supporting gross margin expansion and highly attractive
unit economics.”
“We believe that following this transaction, Essentium will be
extremely well-positioned for rapid growth as it further expands
its ecosystem offerings, capitalizes on its line-of-sight sales
pipeline, and executes on its M&A strategy as it continues to
advance additive manufacturing as a public company,” said Tony
Eisenberg, Chief Strategy Officer of Atlantic Coastal Acquisition
Corp.
Christian Angermayer, advisor to Atlantic Coastal Acquisition
Corp, added, “I am excited to be an investor in Essentium which
will revolutionize additive manufacturing through its proprietary
platform. They are driving transformative changes to the global
supply chain and I look forward to seeing their growth as a public
company.”
Essentium Investment Highlights
- Highly advanced technology includes Essentium’s line of High
Speed Extrusion (HSE™) 3D Printing Platforms, which are 5 to 15
times faster compared to incumbent extrusion additive manufacturing
systems; Essentium’s transformational data capture abilities enable
real-time capture of critical parameters via high-fidelity data
streams at a rate that is on average 14 times faster per variable
than traditional additive manufacturing
- Currently serves a $209 billion TAM by meeting a range of
commercial and mission critical use cases for its global machine
tooling, jigs, fixtures, and thermoplastics offering, as well as
relevant DoD applications
- Marquee customer base that includes the U.S. DoD, Lockheed
Martin Corporation and Ford Motor Company (“Ford”), among other
aerospace and defense, government, and blue-chip industrial
customers
- Extensive IP portfolio across polymer and metal systems,
processes, and materials, with more than 150 patents to date
- Highly experienced management team with deep material science
and supply chain backgrounds
Continuing to innovate beyond its lineup of polymer- and
polymer-composite solutions, including its FlashFuse™ technology,
Essentium is developing a suite of metal-additive systems designed
to offer unique metallurgies and advanced microstructures for
applications with demanding structural integrity. Essentium’s
investment in metal additive solutions and new investment in
digital manufacturing initiatives is expected to carve out
incremental market opportunities for an all-in estimated $318
billion TAM.
Following the closing of the proposed transaction, Essentium
will continue to be led by its existing management team including
Dr. Blake Teipel, Chief Operating Officer Lars Uffhausen, and
Interim Chief Financial Officer Jonathan Bailiff, and by an
experienced Board of Directors including Burt Jordan, President of
Atlantic Coastal Acquisition Corp. and a former executive at
Ford.
Transaction Overview
The proposed business combination values the combined company at
a $974 million pro forma enterprise value, at a price of $10.00 per
share and assuming no redemptions by Atlantic Coastal shareholders,
offering an attractive valuation of 4.6x Essentium’s projected
2023E Revenue of $212 million. The proposed transaction is expected
to deliver up to $346 million of net proceeds to the Company,
assuming no redemptions and net of transaction expenses, including
a fully committed common stock PIPE of over $40 million at $10.00
per share led by institutional and strategic investors including
BASF, Atalaya and Apeiron. Atlantic Coastal’s management team is
also contributing $20 million to the PIPE.
Existing Essentium shareholders will roll over 100% of their
equity into the combined company. Following the closing of the
transaction, these shareholders are expected to hold approximately
64% of the issued and outstanding shares of common stock.
Atlantic Coastal and ACM ARRT VII C LLC, an affiliate of
Atalaya, have agreed to conduct a joint tender offer for the shares
held by Atlantic Coastal stockholders seeking to exercise
redemption rights in connection with the closing of the proposed
transaction. Subject to certain limitations, Atalaya has agreed to
purchase the first 10 million shares tendered by stockholders
exercising such redemption rights, while Atlantic Coastal will
purchase any shares in excess of 10 million shares tendered for
redemption. To the extent that the number of shares tendered by
stockholders exercising redemption rights is fewer than 10 million
shares, then (a) Atalaya will purchase any shares tendered by
stockholders exercising redemption rights plus (b) Atalaya will
purchase shares in a PIPE at $10.00 per share in an amount equal to
the difference between 10 million shares minus the number of shares
purchased by Atalaya in the tender offer. Subject to early
settlement or termination under certain circumstances, Atlantic
Coastal has agreed to purchase all of the shares acquired by
Atalaya in the joint tender offer or PIPE at the redemption price
pursuant to a forward purchase agreement, which provides for the
purchase of such shares by Atlantic Coastal along with the related
settlement of such forward purchase in cash or shares, at Atalaya’s
election, occurring two years thereafter.
The boards of directors of both Essentium and Atlantic Coastal
have each unanimously approved the proposed business combination,
which is expected to be completed around the end of the first
quarter of 2022, subject to, among other things, the approval by
Atlantic Coastal’s shareholders of the proposed business
combination, the concurrent PIPE transaction, satisfaction of the
conditions stated in the definitive agreement and other customary
closing conditions, including a registration statement on Form S-4
being declared effective by the U.S. Securities and Exchange
Commission (the “SEC”), the receipt of certain regulatory
approvals, and approval by Nasdaq to list the securities of the
combined company.
Advisors
Jefferies is serving as exclusive financial advisor and capital
markets advisor to Essentium and Latham & Watkins LLP is
serving as legal advisor to Essentium. Moelis & Company LLC is
serving as exclusive financial advisor to Atlantic Coastal, Cantor
Fitzgerald & Co. is serving as lead capital markets advisor and
private placement agent to Atlantic Coastal, BTIG, LLC and Needham
& Company are serving as additional capital markets advisors
and private placement agents to Atlantic Coastal, Farvahar Capital
is serving as additional capital markets advisor to Atlantic
Coastal, and Pillsbury Winthrop Shaw Pitman LLP is serving as legal
advisor to Atlantic Coastal.
Webcast Information
An investor webcast with slides regarding the proposed merger
can be accessed at 8:00 a.m. ET today, December 1, 2021 by visiting
https://www.netroadshow.com/nrs/home/#!/?show=79077d65 or by
visiting www.netroadshow.com and entering the deal entry code:
Essentium7263 (not case-sensitive). This webcast, along with this
press release and the investor presentation are available at
www.essentium.com.
About Essentium, Inc.
Essentium, Inc. provides industrial 3D printing solutions that
are disrupting traditional manufacturing processes by bringing
product strength and production speed together, at scale, with a
no-compromise engineering material set. Essentium manufactures and
delivers innovative industrial 3D printers, materials, software,
and services, enabling the world’s top manufacturers to bridge the
gap between 3D printing and machining and embrace the future of
advanced manufacturing. Essentium is AS9100D certified and ITAR
registered. For more information, visit www.essentium.com.
About Atlantic Coastal Acquisition Corp.
Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) is a $345
million special purpose acquisition company focusing on the
businesses in the mobility sector. For more information, please
visit www.atlanticcoastalacquisition.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination (the “Proposed Business
Combination”) between Essentium and Atlantic Coastal, including
statements regarding the benefits of the Proposed Business
Combination, the anticipated timing of the Proposed Business
Combination, the services offered by Essentium and the markets in
which it operates, and Essentium’s projected future results. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties that could cause the
actual results to differ materially from the expected results. Many
factors could cause actual future events to differ materially from
the forward-looking statements in this document, including but not
limited to: (i) the risk that the Proposed Business Combination may
not be completed in a timely manner or at all, which may adversely
affect the price of Atlantic Coastal’s securities, (ii) the risk
that the acquisition by Essentium, Inc. of each of Compass AC
Holdings, Inc. and Whizz Systems, Inc. may not be completed in a
timely manner or at all, (iii) the risk that the Proposed Business
Combination may not be completed by Atlantic Coastal’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Atlantic Coastal, (iv) the failure to satisfy the conditions to the
consummation of the Proposed Business Combination, including the
receipt of the requisite approvals of Atlantic Coastal’s
shareholders and Essentium’s stockholders, respectively, the
satisfaction of the minimum trust account amount following
redemptions by Atlantic Coastal’s public shareholders and the
receipt of certain governmental and regulatory approvals, (v) the
lack of a third party valuation in determining whether or not to
pursue the Proposed Business Combination, (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vii) the effect
of the announcement or pendency of the Proposed Business
Combination on Essentium’s business relationships, performance, and
business generally, (viii) risks that the Proposed Business
Combination disrupts current plans of Essentium and potential
difficulties in Essentium employee retention as a result of the
Proposed Business Combination, (ix) the outcome of any legal
proceedings that may be instituted against Essentium or against
Atlantic Coastal related to the agreement and plan of merger or the
Proposed Business Combination, (x) the ability to maintain the
listing of Atlantic Coastal’s securities on The Nasdaq Stock Market
LLC, (xi) the price of Atlantic Coastal’s securities may be
volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which Essentium
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Essentium’s business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the Proposed Business Combination, and identify
and realize additional opportunities, (xiii) the impact of the
global COVID-19 pandemic, (xiv) the enforceability of Essentium’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security, (xv) the
ability of Essentium to protect the intellectual property and
confidential information of its customers, (xvi) the risk of
downturns in the highly competitive additive manufacturing
industry, and (xviii) other risks and uncertainties described in
Atlantic Coastal’s registration statement on Form S-1 (File No.
333-253003), which was originally filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 11, 2021 (the “Form
S-1”), and its subsequent Quarterly Reports on Form 10-Q. The
foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investors as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
“Risk Factors” section of the Form S-1, Quarterly Reports on Form
10-Q, the Registration Statement (as defined below), the proxy
statement/prospectus contained therein, and the other documents
filed by Atlantic Coastal from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the COVID-19
pandemic, which has caused significant economic uncertainty.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Essentium and Atlantic Coastal assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by securities and other applicable
laws. Neither Essentium nor Atlantic Coastal gives any assurance
that either Essentium or Atlantic Coastal, respectively, will
achieve its expectations.
Additional Information and Where to Find It
In connection with the Potential Business Combination, Atlantic
Coastal will file a registration statement on Form S-4 (the
“Registration Statement”) with the SEC, which will include a
preliminary proxy statement to be distributed to holders of
Atlantic Coastal’s ordinary shares in connection with Atlantic
Coastal’s solicitation of proxies for the vote by Atlantic
Coastal’s shareholders with respect to the Proposed Business
Combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of
securities to be issued to Essentium stockholders in connection
with the Proposed Business Combination. After the Registration
Statement has been filed and declared effective, Atlantic Coastal
will mail a definitive proxy statement, when available, to its
shareholders. The Registration Statement will include information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Atlantic Coastal’s
shareholders in connection with the Potential Business Combination.
Atlantic Coastal will also file other documents regarding the
Proposed Business Combination with the SEC. Before making any
voting decision, investors and security holders of Atlantic Coastal
and Essentium are urged to read the Registration Statement, the
proxy statement/prospectus contained therein, and all other
relevant documents filed or that will be filed with the SEC in
connection with the Proposed Business Combination as they become
available because they will contain important information about the
Proposed Business Combination.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Atlantic
Coastal through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed by Atlantic Coastal may be
obtained free of charge from Atlantic Coastal’s website at
www.Atlantic Coastalv.io or by written request to Atlantic Coastal
at Atlantic Coastal Acquisition Corp., 6 St Johns Lane, Floor 5,
New York, NY 10013.
Participants in the Solicitation
Atlantic Coastal and Essentium and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from Atlantic Coastal’s shareholders in connection with
the Proposed Business Combination. Information about Atlantic
Coastal’s directors and executive officers and their ownership of
Atlantic Coastal’s securities is set forth in Atlantic Coastal’s
filings with the SEC. To the extent that holdings of Atlantic
Coastal’s securities have changed since the amounts printed in the
Form S-1, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the Proposed Business
Combination may be obtained by reading the proxy
statement/prospectus regarding the Proposed Business Combination
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Non-Solicitation
This press release shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination.
This press release shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of Atlantic Coastal,
Essentium or the combined company, nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
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.
1 United States Department of Defense FY 2022 Budget Request and
management estimates; Military Strategic Readiness budget defined
as the portion of the overall DoD budget allocated to fund Joint
Force strategic military readiness and preparedness through
investments in modernizing capabilities across all branches of the
Armed Forces.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211201005494/en/
Essentium Investor Relations IR@Essentium.com
Essentium Media Relations PR@Essentium.com
Atlantic Coastal Acquisition Corp. Tony Eisenberg
Tony@atlanticcoastalacquisition.com
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