- Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS)
(“Novus”) and Energy Vault, an energy storage solutions company,
jointly announce that they have entered into a definitive agreement
for a business combination; upon closing, the combined company is
expected to trade on NYSE under the symbol “GWHR.”
- The transaction values the combined company at an implied
pro-forma enterprise value of $1.1 billion and is expected to
additionally provide up to $388 million in gross cash proceeds to
the combined company. As part of the transaction, Novus II has
received $100 million of commitments for a common stock PIPE, which
will be used, among other things, to fund the combined company’s
growth strategy. This follows the recent raising of $100 million in
Series C capital by Energy Vault.
- The PIPE is anchored by strategic and institutional investors,
including funds and accounts managed by Adage Capital Partners LP,
Pickering Energy Partners, Sailingstone Capital Energy Transition
Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE:
CX), Palantir Technologies Inc., (NYSE: PLTR) and other investors.
Affiliates and associates of Novus Capital also participated in the
PIPE investment.
- Energy Vault’s energy storage systems are designed to be
cost-efficient, reliable, safe to operate and environmentally
sustainable over a 35 year technical life, using gravity to store
and release renewable energy on-demand, and underpinned by advanced
material science and proprietary software technologies.
- Energy Vault will address a large, unmet need for an energy
storage solution for intermittent renewable energy sources and
enhanced grid resiliency as the world transitions away from fossil
fuels.
- Energy Vault has successfully demonstrated commercial scale
deployment of its technologies and has a strong pipeline of
customer engagements, including eight executed agreements and
letters of intent for 1.2 GW hours of energy storage capacity, with
deployments planned to begin in the fourth quarter of 2021 in the
U.S., followed by Europe, the Middle East and Australia in
2022.
- As part of the transaction, Novus Chairman Larry Paulson will
join the post-closing Board of Directors, bringing over 30 years of
global executive and technology leadership roles from Fortune 500
public companies including Qualcomm, BrightPoint and Nokia.
- The newly combined company is expected to be listed on the NYSE
under the new ticker symbols “GWHR” and “GWHR WS,” and the
transaction is expected to close in the first quarter of 2022,
subject to customary closing conditions.
Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS)
(“Novus”), a U.S. publicly-traded special purpose acquisition
company, and Energy Vault, Inc., the company creating
gravity-based, grid-scale energy storage solutions with its
proprietary technology, today announced that they have entered into
a definitive agreement for a business combination. Upon closing of
the transaction, the combined company will be named Energy Vault
Holdings, Inc. and is expected to be listed on the NYSE under the
ticker symbols “GWHR” and “GWHR WS,” respectively. The combined
company will be led by successful entrepreneur Robert Piconi as
Chairman and Chief Executive Officer.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210909005477/en/
Energy Vault - Commercial Demonstration
Unit (Photo: Energy Vault)
Company Highlights
Clear Market Need for Energy Vault: Demand for clean
energy is growing globally, with renewables expected to become 90%
of total energy generation by 2050, according to a recent IRENA
report. To support this transition, grid-scale energy storage
capacity will need to increase tenfold in the next ten years, with
over $270 billion of investment expected over that timeframe. While
demand is expected to continue to grow, current storage solutions
are insufficient; pumped hydro - which is approximately 90% of the
current global storage capacity market - and chemical batteries,
both face significant challenges with scalability, levelized
economics, safety and environmental risks.
Major Energy Storage Breakthrough: Energy Vault has
developed a gravity energy storage platform that is designed to be
cost-efficient, reliable, safe to operate and environmentally
sustainable in order to outperform alternatives and be
well-positioned to meet market demand. It is inspired by pumped
hydro plants that rely on the power of gravity to store and
discharge energy, combined with Energy Vault’s own material science
and software innovations: it has replaced water with custom-made
composite blocks, made with locally sourced soil or waste material,
which are lifted and lowered to store and release energy on-demand.
This proprietary system is orchestrated by Energy Vault’s
AI-enabled software platform that incorporates advanced computer
control and machine vision. The end result is a resilient supply of
power and storage capacity with a system designed to have greater
operational flexibility for both short and long duration storage,
high round-trip-efficiency, lower capital and operating expenses,
and an overall higher asset efficiency than competitors given the
lack of degradation in the storage medium over time.
Rapidly expanding, global blue-chip engagements: Over the
last two years, Energy Vault has worked closely with large, global
utilities and independent power producers to optimize its energy
storage technology platform, ensuring additional flexibility and
addressing both higher power and flexible duration needs. After
successfully connecting its first commercial scale, 5 MW energy
storage system to Switzerland’s national grid in 2020, Energy Vault
completed comprehensive operating due diligence with some of the
largest utilities and independent power producers in the world,
with a specific focus on ancillary service performance, system
round trip efficiency, and continuous power dispatching protocols.
All of these core and proven technology elements were incorporated
into its latest design of a modular, flexible, higher power and
compact product architecture, the new EVx™ platform, which was
announced earlier this year with Saudi Aramco. The EVx™ is
forecasted to have a 35 year technical life, 80-85% round-trip
efficiency and flexibility to address the need for both higher
power and shorter duration storage applications while seamlessly
supporting longer duration needs, in both cases at low levelized
costs. As the system does not require HVAC to operate, or have
limitations on operating temperature ranges, it is designed to
operate efficiently in more extreme weather environments such as
deserts with high ambient temperatures.
In the near term, Energy Vault has a strong pipeline of customer
engagements and letters of intent for its new platform, including
eight executed agreements and letters of intent totaling more than
1,200 MW hours of storage, with additional projects under
negotiation for multi-GW hours of energy storage expected to begin
deployment in the next 12-24 months. The combined company currently
expects to start generating recognized revenue in 2022 and in the
intermediate to longer term, positive impacts on its operating
results from volume deployments, further technology integration and
economies of scale.
Accelerating the clean energy transition while eliminating
environmental liabilities: Energy Vault is addressing the issue
of waste from existing energy generation assets by utilizing a
circular economic approach to the supply chain that is built on
recyclability and environmental sustainability. The company’s
technology is capable of recycling waste materials - such as coal
combustion residuals and glass fibers from decommissioned wind
turbine blades as previously posted jointly with Enel Green Power -
that would otherwise end up in a landfill. By utilizing advanced
material science in collaboration with CEMEX’s material science
lab, Energy Vault can sequester these waste materials within the
composite blocks of its gravity-based energy storage systems.
Energy Vault’s pipeline of customers includes many that are also
trying to address the problem of sustainable disposal and/or
beneficial re-use of coal combustion residuals, which is the
largest industrial waste stream generated in the U.S. every year.
Finally, the supply chain and construction of these systems are
primarily localized, inclusive the on-site block fabrication, which
de-risks the overall material supply and minimizes green house gas
(GHG) emissions from the transportation sector, thereby reducing
Energy Vault’s carbon footprint while maximizing the positive
impact to local economies and new job creation.
Management Commentary
Robert Piconi, CEO & Co-Founder of Energy Vault stated:
“Energy Vault’s technology is designed to provide a cost-efficient,
flexible and sustainable energy storage solution to meet the
immediate needs of utilities, power producers and large industrial
energy consumers that must solve the problem of power intermittency
that is inherent with wind and solar energy generation. We
developed our energy storage solution to get to market quickly
given the urgent and global imperative to accelerate the
decarbonization of the energy sector. Through the deployment of our
transformative technology, which can store clean energy for
grid-scale deployments while uniquely utilizing waste materials for
beneficial reuse in the process, Energy Vault is re-defining the
role that energy storage companies can and should play within a
circular economic framework. We are excited to announce our
business combination with Novus and look forward to becoming a
public company given our recent advances in commercial scale
technology validation and rapid customer adoption, which require
additional capital to meet the global, multi-continent demand. As
we focus now on the execution and deployment phase of the
technology, we are thrilled to partner with the team at Novus who
fully supports our mission of decarbonization and brings a deep
experience set in new technology market development on a global
scale.”
Robert Laikin, CEO of Novus added: “Energy Vault is bringing an
entirely new energy storage solution to the energy market and will
lower the costs for utility companies and power producers that are
transitioning to renewables but who need to maintain consistent
energy supply to deliver dispatchable power. Their unique approach
to addressing the need for dispatchable power delivery through
their creation of transformative technologies while reusing waste
materials in their process, sets them apart from any other player
in the market, and makes them an obvious choice as a partner. We
are thrilled to be joining Rob and his team at such a pivotal
moment for the company and have every confidence in their ability
to capture the rapidly growing energy storage opportunity. Since
our IPO in early 2021, we looked at over 100 companies and we found
a fantastic company, with a public company ready management team
addressing a massive global market need that is underserved with
existing solutions today. In our view, Energy Vault is the only
grid-scale pure ESG energy storage company that exists in the
market today.”
Bill Gross, CEO and Chairman of Idealab Studio, and Co-Founder
of Energy Vault commented: “We founded Idealab 25 years ago to find
technological solutions to the world’s biggest challenges, and then
build companies with great leadership and talent to drive those
solutions to market. One of the biggest challenges the world faces
today is cost-effective, large-scale energy storage, and Energy
Vault is the gravity-storage breakthrough to achieve that. I look
forward to supporting Rob and his team as they take this technology
globally as a public company.”
Transaction Overview
The transaction values the combined company at an implied
pro-forma enterprise value of $1.1 billion. Pursuant to the
proposed business combination, the combined company is expected to
receive up to $388 million in gross cash proceeds from a
combination of cash from a $100 million committed stock PIPE and
$288 million in cash held in Novus’ trust account, assuming no
public stockholders exercise their redemption rights at
closing.
Net cash from the transaction is intended to be used to fund
growth of the combined company and global deployment of Energy
Vault’s breakthrough technologies. This is in addition to a recent
private Series C financing of approximately $100 million, which was
led by Prime Movers Lab, with participation from SoftBank Vision
Fund 1, Saudi Aramco Energy Ventures, Helena, Idealab X, Pickering
Energy Partners through its Energy Equity Opportunity Fund,
SailingStone Global Energy Transition, A.T. Gekko, Crexa Capital
Advisors LLC, Green Storage Solutions Venture I LLC, and Gordon
Crawford.
The PIPE is anchored by institutional investors including funds
and accounts managed by Adage Capital Partners LP, Pickering Energy
Partners, Sailingstone Capital Energy Transition Strategy Fund,
SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), Palantir
Technologies Inc., (NYSE: PLTR) and other investors. Affiliates and
associates of Novus Capital also participated in the PIPE
investment. Current Energy Vault stockholders will become the
majority owners of the combined company at closing. All existing
stockholders and investors will continue to hold their equity
ownership, including Idealab, Cemex Ventures, Neotribe, SoftBank
Vision Fund 1, Helena, Saudi Aramco Energy Ventures as well as all
previously announced Series C investors.
The boards of directors of both Energy Vault and Novus have
unanimously approved the proposed transaction. The closing is
subject to the approval of Energy Vault’s stockholders, Novus’
stockholders and other customary closing conditions, including
Novus’ registration statement being declared effective by the
Securities and Exchange Commission (the “SEC”) and the expiration
of the HSR Act waiting period. It is currently anticipated that the
transaction will be completed, assuming satisfaction or waiver of
such closing conditions, in the first quarter of 2022.
Additional information about the proposed transaction, including
a copy of the business combination agreement will be filed by Novus
in a Current Report on Form 8-K to be filed by Novus with the SEC
and available at www.sec.gov.
Advisors
Goldman Sachs served as the lead placement agent along with
Cowen and Guggenheim Securities, LLC in the PIPE transaction.
Guggenheim Securities, LLC, Goldman Sachs and Stifel served as
financial advisors to Energy Vault. Cowen is serving as lead
capital markets advisor and sole financial advisor to Novus.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is
serving as legal advisor to Energy Vault. BlankRome LLP is serving
as legal advisor to Novus. ICR is serving as investor relations
advisor for Energy Vault. Milltown Partners LLP is serving as
strategic communications advisor for Energy Vault.
Investor Conference Call Information
Energy Vault and Novus Capital will host a joint investor
conference call to discuss the proposed transaction on Thursday,
September 9, 2021 starting at 8:30 a.m. ET. Interested parties may
listen to the prepared remarks call via telephone by dialing
1-877-407-0792, or 1-201-689-8263 for international callers, and
providing the conference ID: 13723042. To listen to the webcast,
please click here. A telephone replay will be available for
approximately 14 days. The replay can be accessed by dialing
1-844-512-2921 (domestic toll-free number) or 1-412-317-6671
(international) and providing the pin number: 13723042.
About Energy Vault
Energy Vault is the creator of sustainable energy storage
products that are transforming the world’s approach to
utility-scale energy storage for grid resiliency. Applying
conventional physics fundamentals of gravity and potential energy,
the system combines advanced material science and proprietary,
machine-vision AI software that autonomously orchestrates the
charging and discharging of electricity using ultra low cost
composite bricks and innovative mechanical crane systems. Utilizing
100 percent eco-friendly materials with the ability to integrate
waste materials for beneficial re-use at unprecedented economics,
Energy Vault is accelerating the shift to a circular economy and a
fully renewable world.
In June 2020, Energy Vault was named a Technology Pioneer by the
World Economic Forum. The company was created at Idealab Studio,
the leading technology incubator founded by Bill Gross.
About Novus Capital Corporation II
Novus Capital raised $287.5 million in February 2021 and its
securities are listed on the NYSE under the ticker symbols “NYSE:
NXU, NXU.U, NXU WS.” Novus Capital is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. Novus Capital is led by Robert J.
Laikin, Jeff Foster, Hersch Klaff, Larry Paulson, Heather Goodman,
Ron Sznaider and Vince Donargo, who have significant hands-on
experience helping high-tech companies optimize their existing and
new growth initiatives by exploiting insights from rich data assets
and intellectual property that already exist within most high-tech
companies.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity,
expectations and timing related to the rollout of Energy Vault’s
business and timing of deployments, customer growth and other
business milestones, potential benefits of the proposed business
combination and PIPE investment (the “Proposed Transactions”), and
expectations related to the timing of the Proposed
Transactions.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Energy Vault’s and Novus’ management and are not
predictions of actual performance. 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 investor as, a guarantee,
an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Energy Vault and
Novus.
These forward-looking statements are subject to a number of
risks and uncertainties, including changes in domestic and foreign
business, market, financial, political, and legal conditions; the
inability of the parties to successfully or timely consummate the
Proposed Transactions, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Proposed Transactions or
that the approval of the stockholders of Novus or Energy Vault is
not obtained; failure to realize the anticipated benefits of the
Proposed Transactions; risks relating to the uncertainty of the
projected financial information with respect to Energy Vault; risks
related to the rollout of Energy Vault’s business and the timing of
expected business milestones; demand for renewable energy; ability
to commercialize and sell its solution; ability to negotiate
definitive contractual arrangements with potential customers; the
impact of competitive technologies; ability to obtain sufficient
supply of materials; the impact of Covid-19; global economic
conditions; ability to meet installation schedules; the effects of
competition on Energy Vault’s future business; the amount of
redemption requests made by Novus’ public shareholders; and those
factors discussed in Novus’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 under the heading “Risk
Factors,” and the Current Report on Form 8-K filed on September 9,
2021 and other documents of Novus filed, or to be filed, with the
SEC.
Important Information and Where to Find
It
This communication is being made in respect of the proposed
merger transaction involving Novus and Energy Vault. Novus intends
to file a registration statement on Form S-4 with the SEC, which
will include a proxy statement/prospectus of Novus, and certain
related documents, to be used at the meeting of stockholders to
approve the proposed business combination and related matters.
Investors and security holders of Novus are urged to read the proxy
statement/prospectus, and any amendments thereto and other relevant
documents that will be filed with the SEC, carefully and in their
entirety when they become available because they will contain
important information about Energy Vault, Novus and the business
combination. The definitive proxy statement will be mailed to
stockholders of Novus as of a record date to be established for
voting on the proposed business combination. Investors and security
holders will also be able to obtain copies of the registration
statement and other documents containing important information
about each of the companies once such documents are filed with the
SEC, without charge, at the SEC’s web site at www.sec.gov. The
information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the
Solicitation
Novus and its directors and executive officers may be deemed
participants in the solicitation of proxies of Novus’ shareholders
in connection with the proposed business combination. Energy Vault
and its executive officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Novus’ executive officers and directors in
the solicitation by reading Novus’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the business combination when they become
available. Information concerning the interests of Novus’
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement/prospectus relating to the business
combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any 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 such other jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005477/en/
For media inquiries, please contact:
media@energyvault.com For investor inquiries, please
contact: energyvaultIR@icrinc.com
Novus Capital Corporatio... (NYSE:NXU.U)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Novus Capital Corporatio... (NYSE:NXU.U)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024