Filed by Arrival Group
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Form
F-4 File No.: 333-251339
Subject Companies:
Arrival S.à r.l.
CIIG Merger
Corp.
(Commission File No. 001-39159)
The
following is a press release made by CIIG Merger Corp. on December 15, 2020.
CIIG Merger Corp. Announces Filing of a Registration Statement on Form
F-4
by Arrival Group in Connection with its Proposed Business Combination with
Arrival S.à r.l.
NEW YORK, Dec.
15, 2020 - (BUSINESS WIRE) - CIIG Merger Corp. (NASDAQ: CIIC) (CIIG), a US publicly-traded special purpose acquisition company, announced today that Arrival Group has filed with the U.S. Securities and Exchange Commission
(SEC) a registration statement on Form F-4 (the Registration Statement), which contains a preliminary proxy statement/prospectus, in connection with CIIGs recently-announced
proposed business combination with Arrival S.à r.l.(Arrival), the company creating electric vehicles (EVs) with its game-changing technologies. The business combination is to be effected through a newly created holding
company, Arrival Group, whereby CIIG and Arrival will become wholly-owned subsidiaries of Arrival Group. The combined company will add Peter Cuneo, CIIGs Chairman and CEO, as Non-Executive Chairman to
its post-closing Board of Directors. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about CIIG, Arrival, Arrival Group and the proposed
business combination.
CIIGs Class A common stock is currently traded on NASDAQ under the symbol CIIC. In connection with the
closing of the transaction, Arrival Groups ordinary shares will be Nasdaq-listed under the new ticker symbol ARVL. Completion of the transaction, which is expected in the first quarter of 2021, is subject to approval by CIIG
stockholders, the Registration Statement being declared effective by the SEC and other customary closing conditions.
Institutional investors (including
funds managed by BlackRock, Fidelity Management & Research Company LLC, Wellington Management and BNP Paribas Asset Management Energy Transition Fund) have committed to a private investment of $400 million in Class A common stock
of CIIG, which will be converted into ordinary shares of Arrival Group upon the closing of the business combination. The private investment will close concurrently with the business combination. Subject to any redemptions by CIIG stockholders, there
is approximately $259.8 million in cash currently held in CIIGs trust account. It is anticipated that the combined company will have approximately $659.8 million in gross cash proceeds to fund growth.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed transaction, Arrival Group, a subsidiary of Arrival that will become the holding company of CIIG and Arrival, has filed the
Registration Statement with the U.S. Securities and Exchange Commission (the SEC) that includes a proxy statement of CIIG that also constitutes a prospectus of Arrival Group. CIIG, Arrival Group and Arrival urge investors, stockholders
and other interested persons to read the Registration Statement, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, when
available, as well as other documents filed with the SEC in connection with the proposed transaction, as these materials contain and will contain important information about Arrival Group, Arrival, CIIG and the proposed transaction. When available,
the definitive proxy statement/prospectus will be mailed to CIIGs stockholders. Stockholders will also be able to obtain copies of such documents, without charge at the SECs website at www.sec.gov, or by directing a request to: CIIG
Merger Corp., 40 West 57th Street, 29th Floor, New York, NY 10019 or Arrival S.à r.l., 1, rue Peternelchen, L-2370 Howald, Luxembourg.