Stockholder Vote Scheduled for September 9,
2021
Rice Acquisition Corp. (NYSE: RICE) (“RAC”), a special
purpose acquisition company focused on the energy transition
sector, today announced that it will hold a special meeting of
stockholders (the “Special Meeting”) to, among other things, allow
its stockholders to approve the proposed business combination (the
“Business Combination”) with Aria Energy LLC (“Aria”) and Archaea
Energy LLC (“Archaea LLC”), which will create the industry-leading
renewable natural gas (“RNG”) platform.
The Special Meeting is scheduled to be held on Thursday,
September 9, 2021 at 10:00 a.m., Eastern Time, and will be
conducted completely virtually via live webcast. Holders of record
of RAC’s common stock at the close of business on the record date
of July 29, 2021 may vote at the Special Meeting.
Upon the closing of the Business Combination, the combined
company will be named Archaea Energy Inc. (the “Combined Company”).
The parties expect that the Combined Company’s Class A common stock
and warrants will be listed on the New York Stock Exchange under
the ticker symbol “LFG” and “LFG WS,” respectively.
RAC stockholders who need assistance voting or have questions
regarding the Special Meeting may contact RAC’s proxy solicitor,
D.F. King & Co., Inc., by telephone at (212) 269-5550 (for
banks and brokers) or (866) 864-7964 (all others) or by email at
RICE@dfking.com.
About Rice Acquisition Corp.
Rice Acquisition Corp. is led by former executives of Rice
Energy and EQT, the largest natural gas producer in the U.S. We
intend to leverage our expertise building industry-leading energy
production companies to develop the world’s clean energy
supply.
About Aria Energy LLC
Aria Energy LLC and its subsidiaries provide baseload renewable
energy to utilities and other customers across the U.S. Aria is a
market leader in the North American landfill gas-to-renewable
energy sector, having developed or constructed more than 50
projects over the last 30 years. Aria owns and/or operates a
diversified portfolio of 25 energy projects across 13 states,
collectively representing 24,880 MMBtu/day of RNG and 115.7 MW of
electric capacity. Aria produces and supplies approximately 38
million gallons of RNG annually to fueling stations across the
United States. Aria is led by seasoned industry veterans and has
over 90 highly skilled operating personnel across the U.S. with a
strong safety and environmental track record.
About Archaea Energy LLC
Archaea Energy LLC is an emerging leader in developing renewable
natural gas from high-carbon emission processes and industries by
capturing recurring emissions from food waste, wastewater,
agricultural waste and landfill gas. Archaea LLC builds, operates
and manages RNG projects throughout the entire energy life cycle
and offers off-take partners the opportunity to purchase RNG from
its portfolio of projects under long-term agreements. Archaea LLC
delivers pipeline-quality RNG from coast to coast using existing
natural gas infrastructure.
Forward Looking Statements
This press release includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “may,”
“might,” “will,” “would,” “could,” “should,” “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,”
“plan,” “outlook,” and “project” and other similar expressions,
although not all forward looking statements contain such
identifying words. All statements other than historical facts are
forward looking statements. Such statements include, but are not
limited to, statements concerning the Business Combination and
earnings, performance, strategies, prospects and other aspects of
the businesses of RAC, Aria, Archaea LLC and the Combined Company.
Forward looking statements are based on current expectations,
estimates, projections, targets, opinions and/or beliefs of RAC,
Aria and/or Archaea LLC, and such statements involve known and
unknown risks, uncertainties and other factors.
The risks and uncertainties that could cause those actual
results to differ materially from those expressed or implied by
these forward looking statements include, but are not limited to:
(a) the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed Business
Combination and any transactions contemplated thereby; (b) the
ability to complete the transactions contemplated by the proposed
Business Combination due to the failure to obtain approval of the
stockholders of RAC or other conditions to closing of the proposed
Business Combination; (c) the ability to meet the New York Stock
Exchange's listing standards following the consummation of the
transactions contemplated by the proposed Business Combination; (d)
the risk that the proposed transactions disrupt current plans and
operations of Aria, Archaea LLC or their subsidiaries as a result
of the announcement and consummation of the proposed Business
Combination; (e) the ability to recognize the anticipated benefits
of the proposed Business Combination, which may be affected by,
among other things, competition, the ability of the Combined
Company to grow and manage growth profitably and retain its
management and key employees; (f) costs related to the proposed
Business Combination and related transactions; (g) the possibility
that Aria, Archaea LLC or the Combined Company may be adversely
affected by other economic, business and/or competitive factors;
(h) the Combined Company’s ability to develop and operate new
projects; (i) the reduction or elimination of government economic
incentives to the renewable energy market; (j) delays in
acquisition, financing, construction and development of new
projects; (k) the length of development cycles for new projects,
including the design and construction processes for the Combined
Company’s projects; (l) the Combined Company’s ability to identify
suitable locations for new projects; (m) the Combined Company’s
dependence on landfill operators; (n) existing regulations and
changes to regulations and policies that effect the Combined
Company’s operations; (o) decline in public acceptance and support
of renewable energy development and projects; (p) demand for
renewable energy not being sustained; (q) impacts of climate
change, changing weather patterns and conditions, and natural
disasters; (r) the ability to secure necessary governmental and
regulatory approvals; and (s) other risks and uncertainties
indicated in RAC’s definitive proxy statement relating to the
Business Combinations, which was filed with the Securities and
Exchange Commission (the “SEC”) on August 12, 2021 (the “definitive
proxy statement”), including those under "Risk Factors" therein,
and other documents filed or to be filed with the SEC by RAC.
The foregoing list of factors is not exclusive. You should not
place undue reliance upon any forward looking statements, which
speak only as of the date made. RAC, Aria, Archaea LLC and the
Combined Company do not undertake or accept any obligation or
undertaking to update or revise the forward looking statements set
forth herein, whether as a result of new information, future events
or otherwise, except as may be required by law.
Important Information about the Business Combination and
Where to Find It
In connection with the proposed Business Combination, RAC filed
the definitive proxy statement with the SEC on August 12, 2021.
This press release does not contain all the information that should
be considered concerning the proposed Business Combination, and it
is not intended to provide the basis for any investment decision or
any other decision regarding the proposed Business Combination.
RAC’s stockholders and other interested persons are advised to read
the definitive proxy statement, and any amendments or supplements
thereto, and any other relevant documents that are filed or
furnished or will be filed or will be furnished with the SEC
carefully and in their entirety in connection with RAC’s
solicitation of proxies for the Special Meeting, as these materials
contain important information about the Combined Company, RAC,
Aria, Archaea LLC and the proposed Business Combination. The
definitive proxy statement is being mailed to the stockholders of
RAC as of July 29, 2021, which is the record date for voting on the
proposed Business Combination. Stockholders may also obtain copies
of the definitive proxy statement on the SEC’s website at
http://www.sec.gov.
Participants in the Solicitation
RAC, Aria and Archaea LLC and their respective directors,
executive officers and other employees may be deemed to be
participants in the solicitation of proxies of RAC’s stockholders
in connection with the proposed Business Combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of RAC’s stockholders in
connection with the proposed Business Combination, including their
names and a description of their interests in the proposed
combination, is set forth in the definitive proxy statement.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
Business Combination. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210817005659/en/
Investor Relations Kyle Derham
kyle@riceinvestmentgroup.com
Media Relations Montieth M. Illingworth
montieth@montiethco.com
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