SAN JOSE, Calif. and
WESTBURY, N.Y., Nov. 18, 2020 /PRNewswire/ -- Kensington Capital
Acquisition Corp. (NYSE: KCAC) ("Kensington") and QuantumScape Corporation
("QuantumScape") today announced that they have determined the
exchange ratio to be 4.02175014920 as of the anticipated date for
Closing (as defined below) in accordance with the terms of the
Business Combination Agreement, dated as of September 2, 2020, as amended by Amendment No. 1
to Business Combination Agreement, dated as of September 21, 2020 (as so amended, the "Business
Combination Agreement"), among Kensington, Kensington Merger Sub Corp. and
QuantumScape, pursuant to which, among other things, Kensington and QuantumScape will enter into a
business combination. Capitalized terms used in this press release
but not otherwise defined herein have the meanings given to them in
the Business Combination Agreement.
Pursuant to the terms and subject to the conditions set forth in
the Business Combination Agreement, at the closing of the business
combination (the "Closing"), each outstanding share of
QuantumScape's Class A common stock, together with each share
of QuantumScape's preferred stock that is outstanding immediately
prior to the Closing and convertible into a share of QuantumScape's
Class A common stock pursuant to the provisions of
QuantumScape's certificate of incorporation, and each outstanding
share of QuantumScape's Class B common stock, together with
each share of QuantumScape's preferred stock that is outstanding
immediately prior to the Closing and convertible into a share of
QuantumScape's Class B common stock pursuant to the provisions
of QuantumScape's certificate of incorporation, will be cancelled
and automatically converted into the right to receive
shares of Kensington Class A common stock, par value
$0.0001 per share, or shares of
Kensington Class B common stock, par value $0.0001 per share, as applicable, with each
holder's shares rounded down to the nearest whole number.
The exchange ratio as of the anticipated date for Closing is
higher than the exchange ratio (calculated in accordance with the
Business Combination Agreement as of the date of the initial
signing of the Business Combination Agreement) that was set out in
the proxy statement/prospectus/information statement, dated
November 12, 2020, that was filed by
Kensington with the Securities and
Exchange Commission (the "SEC") and distributed to its
stockholders.
About Kensington Capital Acquisition Corp.
Kensington is a special purpose
acquisition company formed for the purpose of effecting a business
combination in the automotive sector. Kensington is sponsored by Kensington Capital
Partners LLC and the management team of Justin Mirro, Bob
Remenar, Simon Boag and
Daniel Huber. Kensington is also supported by a board of
independent directors including Tom
LaSorda, Anders Pettersson,
Mitch Quain, Don Runkle and Matt
Simoncini. The Kensington team has completed over 70
automotive transactions and has over 300 years of combined
experience leading some of the largest automotive companies in the
world.
For additional information, please visit www.autospac.com.
About QuantumScape Corporation
QuantumScape, founded in 2010 in California, is a leader in the development of
next generation solid-state lithium-metal batteries for use in
electric vehicles. The company's mission is to revolutionize energy
storage to enable a sustainable future.
For additional information, please visit
www.quantumscape.com.
Important Information and Where to Find It
In connection with the transaction, Kensington has filed a registration statement
on Form S-4, including a proxy
statement/prospectus/information statement (the "Registration
Statement"), with the SEC, which includes a proxy statement
distributed to holders of Kensington's common stock in connection with
Kensington's solicitation of
proxies for the vote by Kensington's stockholders with respect to the
transaction and other matters as described in the Registration
Statement, a prospectus relating to the offer of the securities to
be issued to QuantumScape's stockholders in connection with the
transaction, and an information statement to QuantumScape's
stockholders regarding the transaction. The Registration Statement
was declared effective by the SEC, and Kensington commenced mailing the proxy
statement/prospectus/information statement to its stockholders, on
November 12, 2020. Investors and
security holders and other interested parties are urged to read the
proxy statement/prospectus/information statement, and any
amendments thereto and any other documents filed with the SEC when
they become available, carefully and in their entirety because they
contain important information about Kensington, QuantumScape and the transaction.
Investors and security holders may obtain free copies of the proxy
statement/prospectus/information statement and other documents
filed with the SEC by Kensington
through the website maintained by the SEC at http://www.sec.gov, or
by directing a request to: Kensington Capital Acquisition Corp.,
1400 Old Country Road, Suite 301, Westbury, NY 11590.
Participants in the Solicitation
Kensington and QuantumScape and
their respective directors and certain of their respective
executive officers and other members of management and employees
may be considered participants in the solicitation of proxies with
respect to the transaction. Information about the directors and
executive officers of Kensington
and QuantumScape is set forth in the Registration Statement.
Stockholders, potential investors and other interested persons
should read the Registration Statement carefully before making any
voting or investment decisions. These documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such 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 (the "Securities Act").
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included in this press release, regarding
Kensington's proposed business
combination with QuantumScape and Kensington's ability to consummate the
business combination with QuantumScape are forward-looking
statements. When used in this press release, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," 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, Kensington and
QuantumScape 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
of this press release. Kensington
and QuantumScape caution you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
Kensington and QuantumScape. In
addition, Kensington and
QuantumScape caution you that the forward-looking statements
contained in this press release are subject to the following
factors: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give
rise to the termination of the agreements related thereto; (ii) the
outcome of any legal proceedings that may be instituted against
Kensington or QuantumScape
regarding the business combination; (iii) the inability to complete
the business combination due to the failure to obtain approval of
the stockholders of Kensington, or
other conditions to closing in the transaction agreements; (iv) the
risk that the proposed business combination disrupts Kensington's or QuantumScape's current plans
and operations; (v) QuantumScape's ability to realize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of
QuantumScape to grow and manage growth profitably following the
business combination; (vi) costs related to the business
combination; (vii) changes in applicable laws or regulations;
(viii) the possibility that QuantumScape may be adversely affected
by other economic, business, and/or competitive factors; and (ix)
the possibility that the expected timeframe for, and other
expectations regarding the development and performance of,
QuantumScape's products will differ from current assumptions.
Should one or more of the risks or uncertainties described in this
press release, or should underlying assumptions prove incorrect,
actual results and plans could different materially from those
expressed in any forward-looking statements. Additional information
concerning these and other factors that may impact the operations
and projections discussed herein can be found in the proxy
statement/prospectus/information statement and Kensington's periodic filings with the
SEC. Kensington's SEC
filings are available publicly on the SEC's website at
www.sec.gov.
Contacts:
For Investors
QuantumScapeIR@icrinc.com
For Media
QuantumScapePR@icrinc.com
media@quantumscape.com
For Kensington Capital Acquisition Corp.
Dan Huber
Chief Financial Officer
dan@kensington-cap.com
703-674-6514
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SOURCE Kensington Capital Acquisition Corp.