Tritium Holdings Pty Ltd (“Tritium”), a global developer and
manufacturer of direct current (“DC”) fast chargers for electric
vehicles (“EVs”), and Gilbarco Veeder-Root, a Vontier Corporation
(NYSE: VNT) company, today announced the companies have entered
into an agreement for Gilbarco Veeder-Root to waive its call option
right to acquire Tritium.
“Since making our minority investment in Tritium in 2018, we
continue to believe it is important to evolve our business
portfolio to address progressive customer needs in a market where a
growing need for rapid charging is one of the top barriers to EV
purchase,” said Aaron Saak, President of Gilbarco Veeder-Root. “To
this end, we support the agreement for Tritium to become a publicly
listed company through a proposed business combination among
Tritium, Tritium DCFC Limited and Decarbonization Plus Acquisition
Corporation II, a special purpose acquisition company.”
“Gilbarco Veeder-Root has been a key partner for Tritium in our
company’s growth and maturation,” said Tritium CEO Jane Hunter.
“It’s critical that companies planning for growth have
experienced partners in place to amplify and guide success,” said
Robert Tichio, Partner and Managing Director at Riverstone Holdings
LLC and Chairman of the board of directors of Decarbonization Plus
Acquisition Corporation II (“DCRN”). “Tritium has had a strong
partner and shareholder in Gilbarco Veeder-Root, setting it up for
market success.”
Gilbarco Veeder-Root has been a strategic investor in Tritium
and purchased an exclusive option to acquire Tritium in September
2018. On August 1, 2021, the companies reached an agreement to
waive the option and, prior to the business combination among
Tritium, Tritium DCFC Limited (“NewCo”) and DCRN (the “Business
Combination”), Gilbarco Veeder-Root will execute a lock-up
agreement on the same terms as the other existing Tritium
shareholders.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
As announced on May 26, 2021, Tritium has entered into a
definitive agreement for a business combination with
Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN,
DCRNW), a publicly traded special purpose acquisition company
(SPAC), that would result in Tritium becoming a publicly listed
company. Completion of the proposed transaction is subject to
customary closing conditions and is expected to occur in the fourth
quarter of 2021.
For more information, visit tritiumcharging.com.
About Gilbarco Veeder-Root
Gilbarco Veeder-Root is the worldwide technology leader for
retail and commercial fueling operations, offering the broadest
range of integrated solutions from the forecourt to the convenience
store and head office. For over 150 years, Gilbarco has earned the
trust of its customers by providing long-term partnership,
uncompromising support, and proven reliability. Major product lines
include fuel dispensers, pump media, point-of-sale systems, payment
systems, tank gauges and fleet management systems.
About Vontier Corporation
Vontier is a global industrial technology company focused on
transportation and mobility solutions. The company’s portfolio of
trusted brands includes market-leading expertise in mobility
technologies, retail and commercial fueling, fleet management,
telematics, vehicle diagnostics and repair, and smart cities
end-markets. Vontier’s innovative products, services, and software
advance efficiency, safety, security, and environmental compliance
worldwide.
Guided by the proven Vontier Business System and an unwavering
commitment to continuous improvement and customer success, Vontier
keeps traffic flowing through more than 90,000 intersections,
serves more than 260,000 customer fueling sites, monitors more than
480,000 commercial vehicles, and equips over 600,000 auto
technicians worldwide. Vontier is mobilizing the future to create a
better world.
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with a target whose principal effort
is developing and advancing a platform that decarbonizes the most
carbon-intensive sectors. These include the energy and agriculture,
industrials, transportation and commercial and residential sectors.
DCRN is sponsored by an affiliate of Riverstone Holdings LLC and
represents a further expansion of Riverstone’s 15-year franchise in
low-carbon investments, having established industry leading, scaled
companies with more than US$5 billion of equity invested in
renewables.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed Business Combination. This document also
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this document are “forward-looking
statements” with respect to the Business Combination, the
anticipated timing of the Business Combination, the services
offered by Tritium and the markets in which it operates, and
NewCo’s projected future results. These forward-looking statements
generally are identified by the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “targets,” “may,” “will,” “should,” “would,”
“will be,” “will continue,” “will likely result,” “future,”
“propose,” “strategy,” “opportunity” and variations of these words
or similar expressions (or the negative versions of such words or
expressions) that predict or indicate future events or trends or
are not statements of historical matters are intended to identify
forward-looking statements. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, guarantees,
assurances, predictions or definitive statements of fact or
probability regarding future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
NewCo’s, Tritium’s or DCRN’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include the inability to
complete the Business Combination in a timely manner or at all
(including due to the failure to receive required stockholder or
shareholder, as applicable, approvals, or the failure of other
closing conditions such as the satisfaction of the minimum trust
account amount following redemptions by DCRN’s public stockholders
and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of DCRN’s securities; the
inability of the Business Combination to be completed by DCRN’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
DCRN; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business
Combination; the inability to recognize the anticipated benefits of
the proposed Business Combination; the inability to obtain or
maintain the listing of NewCo’s shares on a national exchange
following the proposed Business Combination; costs related to the
proposed Business Combination; the risk that the proposed Business
Combination disrupts current plans and operations, business
relationships or business generally as a result of the announcement
and consummation of the proposed Business Combination; NewCo’s
ability to manage growth; NewCo’s ability to execute its business
plan and meet its projections; potential disruption in NewCo’s
employee retention as a result of the Business Combination;
potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving NewCo, Tritium or DCRN,
including in relation to the Business Combination; changes in
applicable laws or regulations and general economic and market
conditions impacting demand for Tritium’s or NewCo’s products and
services; and other risks and uncertainties indicated from time to
time in the proxy statement/prospectus relating to the proposed
Business Combination, including those under “Risk Factors” therein,
and in DCRN’s other filings with the Securities and Exchange
Commission (the “SEC”). Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statement, and NewCo and DCRN assume no
obligation and do not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Neither NewCo nor DCRN gives any assurance that either NewCo or
DCRN will achieve its expectations.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed Business Combination, DCRN and
NewCo, which will be the going-forward public company, intend to
file a registration statement on Form F-4 (the “Registration
Statement”) with the SEC, which will include a proxy
statement/prospectus, and certain other related documents, to be
used at the meeting of stockholders to approve the proposed
Business Combination. INVESTORS AND SECURITY HOLDERS OF DCRN ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS, 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 TRITIUM,
DCRN, NEWCO AND THE BUSINESS COMBINATION. The proxy
statement/prospectus will be mailed to stockholders of DCRN 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.
Participants in Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN’s
stockholders with respect to the proposed Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in DCRN is contained in DCRN’s
filings with the SEC, including DCRN’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, which was filed with
the SEC on March 31, 2021, and is available free of charge at the
SEC’s web site at www.sec.gov. Additional information regarding the
interests of such participants will be set forth in the
Registration Statement for the proposed Business Combination when
available. NewCo and Tritium and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of DCRN in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the Business Combination will be contained in the
Registration Statement for the proposed Business Combination when
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20210812005876/en/
Tritium Investors Contact Caldwell Bailey ICR, Inc.
TritiumIR@icrinc.com
Tritium Media Contact media@tritium.com.au
Vontier Contact Lisa Curran Vice President, Investor
Relations Vontier Corporation 5438 Wade Park Blvd, Suite 600
Raleigh, NC 27607 Telephone: (984) 275-6000
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