TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS)
(“TPG Pace”), a publicly traded special purpose acquisition company
that is focused on high-growth companies with strong environmental,
social and governance principles, today announced the confidential
submission with the Securities and Exchange Commission (“SEC”) of a
draft registration statement on Form F-4 (the “Registration
Statement”) relating to its previously announced business
combination with ENGIE New Business S.A.S. (“Engie Seller”)
pursuant to which TPG Pace expects to acquire Engie Seller’s
subsidiary EV Charged B.V. (“EVBox Group”).
The draft Registration Statement was submitted to the SEC by
Edison Holdco B.V. (“Dutch Holdco”), a wholly owned subsidiary of
TPG Pace expected to be renamed EVBox Group N.V. at closing, with
its common shares and warrants expected to be listed on the New
York Stock Exchange under the ticker symbols “EVB” and “EVB WS,”
respectively. The confidential submission was made with audited
2019 financial statements of EVBox Group, and TPG Pace anticipates
that a subsequent public filing of the Registration Statement will
include the updated audited 2020 financial statements of EVBox
Group. The business combination is expected, subject to customary
closing conditions, including the approval of TPG Pace’s
shareholders, to close after the SEC completes its review process
of this confidential submission and any subsequent public filing
and declares such public filing to be effective.
For additional information regarding the proposed business
combination and the business of EVBox Group, see the Current Report
on Form 8-K filed by TPG Pace with the SEC on or about the date
hereof, or see the filings and other materials included on TPG
Pace’s website at www.tpg.com/pace-beneficial-finance.
About TPG Pace Group and TPG
Pace TPG Pace Group is TPG’s dedicated permanent capital
platform. TPG Pace Group has a long-term, patient, and highly
flexible investor base, allowing it to seek compelling
opportunities that will thrive in the public markets. TPG Pace
Group has sponsored five special purpose acquisition companies
(“SPACs”) and raised more than $3 billion since 2015. TPG Pace
raised $350 million in its October 2020 IPO in order to seek a
business combination target that combines attractive business
fundamentals with, or with the potential for strong environmental,
social and governance (“ESG”) principles and practices. For more
information, visit https://www.tpg.com/pace-beneficial-finance.
Important Information for Investors and
Shareholders
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.
As permitted by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and in connection with the proposed business
combination, Dutch Holdco has confidentially submitted the draft
Registration Statement to the SEC on Form F-4, which draft
Registration Statement includes a prospectus of Dutch Holdco and a
proxy statement of TPG Pace. Dutch Holdco and TPG Pace also plan to
confidentially submit or file other documents with the SEC
regarding the proposed transaction. After the Registration
Statement has been declared effective by the SEC, a definitive
joint proxy statement/prospectus will be mailed to the shareholders
of TPG Pace. INVESTORS AND SHAREHOLDERS OF TPG PACE ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE
PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION. Investors and shareholders will be able to obtain free
copies of the joint proxy statement/prospectus and other documents
containing important information about Dutch Holdco and TPG Pace
once such documents are publicly filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov.
Participants in the
Solicitation
This is not a solicitation of a proxy from any investor or
security holder. Dutch Holdco, TPG Pace, Engie Seller and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of TPG Pace in connection with the proposed transaction.
Information about the directors and executive officers of TPG Pace
is set forth in TPG Pace’s initial public offering prospectus,
which was filed with the SEC on October 8, 2020. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
Forward Looking
Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed merger of
TPG Pace into New TPG Pace Beneficial Finance Corp. (“New SPAC”)
and the proposed acquisition of the common shares of EVBox Group by
Dutch Holdco, Dutch Holdco’s and TPG Pace’s ability to consummate
the transaction, the benefits of the transaction and Dutch Holdco’s
future financial performance following the transaction, as well as
Dutch Holdco’s and TPG Pace’s strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management are forward
looking statements. When used herein, including any oral statements
made in connection herewith, the words “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates,” the negative of such terms and other
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Dutch Holdco and TPG Pace disclaim any duty to
update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or
circumstances after the date hereof. Dutch Holdco and TPG Pace
caution you that these forward-looking statements are subject to
risks and uncertainties, most of which are difficult to predict and
many of which are beyond the control of Dutch Holdco and TPG Pace.
These risks include, but are not limited to, (1) the inability to
complete the transactions contemplated by the proposed business
combination; (2) the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, and the ability of
the combined business to grow and manage growth profitably; (3)
risks related to the rollout of EVBox Group’s business and
expansion strategy; (4) consumer failure to accept and adopt
electric vehicles; (5) overall demand for electric vehicle charging
and the potential for reduced demand if governmental rebates, tax
credits and other financial incentives are reduced, modified or
eliminated; (6) the possibility that EVBox Group’s technology and
products could have undetected defects or errors; (7) the effects
of competition on EVBox Group’s future business; (8) the inability
to successfully retain or recruit officers, key employees, or
directors following the proposed business combination; (9) effects
on TPG Pace’s public securities’ liquidity and trading; (10) the
market’s reaction to the proposed business combination; (11) the
lack of a market for TPG Pace’s securities; (12) TPG Pace’s and
EVBox Group’s financial performance following the proposed business
combination; (13) costs related to the proposed business
combination; (14) changes in applicable laws or regulations; (15)
the possibility that the novel coronavirus (“COVID-19”) may hinder
TPG Pace’s ability to consummate the business combination; (16) the
possibility that COVID-19 may adversely affect the results of
operations, financial position and cash flows of TPG Pace, Dutch
Holdco or EVBox Group; (17) the possibility that TPG Pace or EVBox
Group may be adversely affected by other economic, business, and/or
competitive factors; and (18) other risks and uncertainties
indicated from time to time in documents filed or to be filed with
the SEC by TPG Pace. Should one or more of the risks or
uncertainties described herein and in any oral statements made in
connection therewith occur, or should underlying assumptions prove
incorrect, actual results and plans could differ materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact
Dutch Holdco’s and TPG Pace’s expectations and projections can be
found in TPG Pace’s initial public offering prospectus, which was
filed with the SEC on October 8, 2020. In addition, TPG Pace’s
periodic reports and other SEC filings are available publicly on
the SEC’s website at www.sec.gov.
ADDITIONAL INFORMATION ABOUT THE
BUSINESS COMBINATION AND WHERE TO FIND IT
In connection with the proposed business combination, Dutch
Holdco has confidentially submitted a draft Registration Statement
on Form F-4 and the related proxy statement/prospectus with the
SEC. Additionally, Dutch Holdco and TPG Pace will confidentially
submit and/or file other relevant materials with the SEC in
connection with the proposed merger of TPG Pace into New SPAC and
the proposed acquisition from Engie Seller of the common shares of
EVBox Group by Dutch Holdco. Such materials may be obtained free of
charge at the SEC’s website at www.sec.gov. However, please note that any
materials that are confidentially submitted, including the draft
Registration Statement, will not be publicly available until the
first public filing of the same, as permitted by the JOBS Act.
Investors and security holders of TPG Pace are urged to read the
proxy statement/prospectus and the other relevant materials when
they become available before making any voting or investment
decision with respect to the proposed business combination because
they will contain important information about the business
combination and the parties to the business combination.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210324005580/en/
TPG/TPG Pace Luke Barrett (415) 743-1550 media@tpg.com
Tom Johnson/Sheila Ennis Abernathy MacGregor (917)
747-6990/(510) 604-8027 tbj@abmac.com/sbe@abmac.com
TPG Pace Beneficial Fina... (NYSE:TPGY)
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