REE Automotive Ltd. (NASDAQ: REE) (“REE” or the “Company”), an
automotive technology leader and provider of electric vehicle (EV)
platforms, today announced that it has commenced an exchange offer
(the “Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its outstanding (i) public warrants to purchase
Class A ordinary shares of the Company, without par value (the
“Class A ordinary shares”), which warrants trade on the Nasdaq
Stock Market (“Nasdaq”) under the symbol “REEAW”(the “public
warrants”) and (ii) related private placement warrants to
purchase Class A ordinary shares (the “private placement
warrants” and, together with the public warrants, the “warrants”).
The warrants were assumed by REE in connection with its business
combination with 10X Capital Venture Acquisition Corp. on July 22,
2021. The purpose of the Offer and Consent Solicitation is to
simplify the Company’s capital structure and reduce the potential
dilutive impact of the warrants, thereby providing the Company with
more flexibility for financing its operations in the future.
The Company is offering to all holders of the
warrants the opportunity to receive 0.20 Class A ordinary
shares in exchange for each outstanding warrant tendered by the
holder and exchanged pursuant to the Offer. Pursuant to the Offer,
the Company is offering up to an aggregate of 3,112,500 of its
Class A ordinary shares in exchange for the warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the public warrants and the
private placement warrants to amend the warrant agreement that
governs all of the warrants (the “Warrant Agreement”) to permit the
Company to require that each warrant that is outstanding upon the
closing of the Offer be converted into 0.18 Class A ordinary
shares, which is a ratio 10% less than the exchange ratio
applicable to the Offer (the “Warrant Amendment”). Pursuant to the
terms of the Warrant Agreement, all except certain specified
modifications or amendments, require the vote or written consent of
holders of at least 50% of the number of the then outstanding
public warrants and, solely with respect to any amendment to the
terms of the private placement warrants or any provision of the
Warrant Agreement with respect to the private placement warrants,
the vote or written consent of at least 50% of the number of the
then outstanding private placement warrants. Parties representing
20% of the public warrants have agreed to tender their warrants in
the Offer and to consent to the Warrant Amendment in the Consent
Solicitation, pursuant to a tender and support agreement.
Accordingly, if holders of an additional approximately 30% of the
outstanding public warrants consent to the Warrant Amendment in the
Consent Solicitation, and the other conditions of the Offer are
satisfied or waived, then the Warrant Amendment will be adopted
with respect to the public warrants. The offering period will
continue until midnight (end of day), Eastern Time, on September
22, 2022, or such later time and date to which the Company may
extend, as described in the Company’s Schedule TO and
Prospectus/Offer to Exchange (the “Expiration Date”). Holders of
warrants may withdraw their tendered warrants at any time before
the Expiration Date and retain them on their current terms or
amended terms if the Warrant Amendment is approved, by following
the instructions in the Prospectus/Offer to Exchange. Tendered
warrants that are not accepted by the Company for exchange by
September 22, 2022, may thereafter be withdrawn by a holder of
warrants until such time as the warrants are accepted by the
Company for exchange. If a holder of warrants withdraws a tender of
its warrants, its consent to the Warrant Amendment will also be
withdrawn as a result.
The Offer and Consent Solicitation are being
made pursuant to a Prospectus/Offer to Exchange dated August 25,
2022, and Schedule TO, dated August 25, 2022, each of which have
been filed with the U.S. Securities and Exchange Commission (“SEC”)
and more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company’s Class A ordinary shares and
public warrants are listed on Nasdaq under the symbols “REE” and
“REEAW,” respectively. As of August 22, 2022, a total of 15,562,500
warrants were outstanding.
The Company has engaged BofA
Securities, Inc. as the Dealer Manager for the Offer and
Consent Solicitation. Any questions or requests for assistance
concerning the Offer and Consent Solicitation may be directed to
BofA Securities, Inc. at:
BofA SecuritiesNC1-004-03-43200 North College
Street, 3rd FlCharlotte, NC 28255-0001Attn: Prospectus
DepartmentEmail: dg.prospectus_requests@bofa.com
Morrow Sodali LLC (“Morrow Sodali”) has been
appointed as the Information Agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company
(“Continental”) has been appointed as the Exchange Agent. Requests
for documents should be directed to Morrow Sodali at (800) 662-5200
(for warrant holders) or (203) 658-9400 (for banks and brokers) or
via the following email address:
REE.info@investor.morrowsodali.com.
Important Additional Information Filed
with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
Morrow Sodali at (800) 662-5200 (for warrant holders) or (203)
658-9400 (for banks and brokers) or via the following email
address: REE.info@investor.morrowsodali.com. A registration
statement on Form F-4 relating to the securities to be issued
in the Offer will be or has been filed with the SEC but has not yet
become effective. Such securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any Class A ordinary
shares in any state in which such offer, solicitation or sale would
be unlawful before registration or qualification under the laws of
any such state. The Offer and Consent Solicitation are being made
only through the Schedule TO and Prospectus/Offer to Exchange, and
the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
Holders of the warrants are urged to read the
Schedule TO and Prospectus/Offer to Exchange carefully before
making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
its board of directors, or the Information Agent, the Exchange
Agent or the Dealer Manager makes any recommendation as to whether
or not holders of warrants should tender warrants for exchange in
the Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About REE
REE Automotive (NASDAQ: REE) is an automotive
technology company that allows companies to build any size or shape
of electric vehicle on their modular platforms. With complete
design freedom, vehicles Powered by REE are equipped with the
revolutionary REEcorner, which packs critical vehicle components
(steering, braking, suspension, powertrain and control) into a
single compact module positioned between the chassis and the wheel,
enabling REE to build the industry’s flattest EV platforms with
more room for passengers, cargo and batteries. REE platforms are
future proofed, autonomous capable, offer a low TCO, and
drastically reduce the time to market for fleets looking to
electrify.
Cautionary Note Regarding Forward-Looking
Statements
This communication includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding
REE or its management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“aim” “anticipate,” “appear,” “approximate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “foresee,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“seek,” “should,” “would” and similar expressions (or the negative
version of such words or expressions) may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. All statements, other than
statements of historical facts, may be forward-looking statements.
Forward-looking statements in this communication may include, among
other things, statements about REE’s strategic and business plans,
technology, relationships, objectives and expectations for our
business, the impact of trends on and interest in our business,
intellectual property or product and its future results, operations
and financial performance and condition.
These forward-looking statements are based on
information available as of the date of this communication and
current expectations, forecasts, and assumptions. Although REE
believes that the expectations reflected in forward-looking
statements are reasonable, such statements involve unknown number
of risks, uncertainties, judgments, and other factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by forward-looking statements.
These factors are difficult to predict accurately and may be beyond
REE’s control. Forward-looking statements in this communication
speak only as of the date made and REE undertakes no obligation to
update its forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws. In light of these risks and uncertainties,
investors should keep in mind that results, events or developments
discussed in any forward-looking statement made in this
communication may not occur.
Uncertainties and risk factors that could affect
REE’s future performance and could cause actual results to differ
include, but are not limited to: REE’s ability to commercialize its
strategic plan; REE’s ability to maintain and advance relationships
with current Tier 1 suppliers and strategic partners; development
of REE’s advanced prototypes into marketable products; REE’s
ability to grow and scale manufacturing capacity through
relationships with Tier 1 suppliers; REE’s estimates of unit sales,
expenses and profitability and underlying assumptions; REE’s
reliance on its UK Engineering Center of Excellence for the design,
validation, verification, testing and homologation of its products;
REE’s limited operating history; risks associated with plans for
REE’s initial commercial production; REE’s dependence on potential
suppliers, some of which will be single or limited source;
development of the market for commercial EVs; intense competition
in the e-mobility space, including with competitors who have
significantly more resources; risks related to the fact that REE is
incorporated in Israel and governed by Israeli law; REE’s ability
to make continued investments in its platform; the impact of the
ongoing COVID-19 pandemic and any other worldwide health epidemics
or outbreaks that may arise; and adverse global conditions,
including macroeconomic and geopolitical uncertainty; the need to
attract, train and retain highly-skilled technical workforce;
changes in laws and regulations that impact REE; REE’s ability to
enforce, protect and maintain intellectual property rights; REE’s
ability to retain engineers and other highly qualified employees to
further its goals; the inability of REE to successfully or timely
consummate the warrant exchange, including with respect to its
ability to obtain the requisite approval of the holders of REE’s
warrants; and other risks and uncertainties set forth in the
sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in REE’s Annual Report on Form 20-F
filed with the SEC on March 28, 2022 and in subsequent filings with
the SEC.
REE Automotive (NASDAQ:REEAW)
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