- NuScale Power, LLC (“NuScale”) has entered into a business
combination agreement with Spring Valley Acquisition Corp. (NASDAQ:
SV)
- The combined company, which will be named NuScale Power
Corporation, will have an estimated pro-forma enterprise value of
approximately $1.9 billion and will be listed under the ticker
symbol “SMR” upon closing
- Transaction includes a $181 million oversubscribed, fully
committed common stock PIPE anchored by global financial and
strategic investors such as Samsung C&T Corporation, DS Private
Equity and Segra Capital Management, with participation by Spring
Valley’s sponsor, Pearl Energy
- NuScale’s proprietary and innovative carbon-free baseload and
load-following power solution, the NuScale Power Module™, is the
only viable, near-term deployable U.S. advanced nuclear small
modular reactor (SMR) technology
- NuScale’s SMR technology is safe, reliable and scalable and the
first and only to receive Standard Design Approval from the U.S.
Nuclear Regulatory Commission
- The transaction is expected to provide gross proceeds of up to
$413 million to bolster and accelerate the commercialization of
NuScale’s SMR technology
- Fluor (NYSE: FLR) projects to control approximately 60% of the
combined company and remain an important partner providing NuScale
with engineering services, project management, administrative and
supply chain support
NuScale Power, LLC (“NuScale” or the “Company”), the
industry-leading provider of proprietary and innovative advanced
nuclear small modular reactor (SMR) technology, and Spring Valley
Acquisition Corp. (NASDAQ: SV) (“Spring Valley”), a publicly traded
special purpose acquisition company, today announced they have
entered into a definitive business combination agreement to create
a first-of-its-kind energy company poised to power the global
energy transition by delivering safe, scalable and reliable
carbon-free nuclear power.
Company Overview
NuScale is the provider of a proprietary and innovative advanced
nuclear power solution, the NuScale Power Module™ (NPM), which is
the only viable, near-term deployable SMR technology. Capable of
generating 77 megawatts electric (MWe) of electricity, the NPM is
safe, reliable and scalable – NuScale’s VOYGR™ power plant design
can accommodate configurations of four, six and 12 modules that can
provide up to 924 megawatts per day of electricity.
NuScale’s NPM can serve as a reliable, carbon-free source of
power that complements renewable sources such as wind, solar and
hydropower generation. The NPM can provide consistent baseload
power with available load-following, no matter the time of day,
weather or season. Its unique design and safety features allow it
to be easily integrated into electric grids or used in a variety of
industrial applications such as water desalination,
commercial-scale hydrogen production and carbon-capture
technology.
In 2020, NuScale’s NPM became the first and only SMR to receive
Standard Design Approval from the U.S. Nuclear Regulatory
Commission (NRC) – a watershed moment not only for the Company, but
also for the nuclear industry. The advanced design of the NPM
eliminates the need for two-thirds of the safety systems and
components found in today’s large commercial reactors, which
significantly improves the economics of NuScale plants compared to
traditional nuclear power plants. NuScale’s reactors are designed
to safely shut down in an emergency and self-cool, indefinitely,
with no need for operator or computer action, power or the addition
of water – a first for any commercial nuclear power plant. The
intellectual property supporting NuScale’s technology is protected
by more than 600 granted or pending patents.
With broad global consensus that nuclear energy is critical to
achieving the goal of net zero greenhouse gas emissions by 2050 –
and for the U.S. to create a carbon pollution-free power sector by
2035 – NuScale is well positioned to play a significant and
multifaceted role in the global energy transition. As a first mover
in the development and provision of SMR technology, the Company has
a massive market opportunity, with growing bipartisan support in
the U.S. and support around the world. Industry analysts estimate
that more than 16,000 gigawatts electric (GWe) of zero-carbon
generation capacity additions will be required globally through
2040.
Propelled by the growing urgency to decarbonize the world’s
energy system and a longstanding partnership with the U.S.
Department of Energy, NuScale is currently working with a major
regional utility customer, Utah Associated Municipal Power Systems
(UAMPS), to deploy a NuScale VOYGR power plant in 2029. NuScale has
a robust and growing customer development pipeline, with 19
Memoranda of Understanding (MOUs) or agreements in 11
countries.
NuScale’s scalable technology and diversified business model are
designed to drive exceptional financial results and create
long-term value. The Company has an attractive, high-margin
business model that monetizes its intellectual property through NPM
sales and recovery fees, while driving recurring revenues through
critical maintenance services over the lifecycle of a plant.
NuScale is positioned to deliver the first VOYGR power plant to a
customer as soon as 2027 (based upon customer needs), supported by
its established supply chain partners. NuScale anticipates being
cash flow positive by 2024.
NuScale VOYGR power plants also create significant economic
opportunities, including skilled jobs, for the communities where
they are located. This is a critical consideration when replacing
retiring fossil fuel-generating facilities. For example, in the
U.S., the domestic supply chain for manufacturing 27 NPMs per year
could generate over 14,000 direct jobs, in addition to indirect
benefits in local taxes and economic activity.
Following the transaction, NuScale will continue to be led by
its highly experienced leadership team, including John Hopkins,
President and Chief Executive Officer, Chris Colbert, Chief
Financial Officer, José Reyes, Ph.D., Chief Technology Officer and
Co-Founder, Dale Atkinson, Chief Operating Officer and Chief
Nuclear Officer, Tom Mundy, Chief Commercial Officer, and Robert
Temple, General Counsel.
Management Comments
John Hopkins, President and Chief Executive Officer of NuScale,
said:
“NuScale is building the next generation of nuclear power
technology that is safer, more versatile and more cost-efficient
than ever before. The scale of our ambition is only matched by the
world’s enormous decarbonization needs, and now is the right time
to accelerate and expand our efforts to bring our trailblazing SMR
technology to more customers around the world. Spring Valley will
be a highly complementary strategic partner for NuScale as we enter
this next phase of growth, with leadership that brings deep
expertise in sustainable energy and a strong operating and
investment record in the energy sector, including in nuclear
power.”
Christopher D. Sorrells, Chief Executive Officer of Spring
Valley, said:
“NuScale is a bellwether company that has developed pioneering
technology that can have a transformational impact on humanity by
improving the energy sector. By receiving Standard Design Approval
from the NRC, NuScale has helped establish a new standard in
nuclear safety, and in doing so, developed a new carbon-free power
solution that provides unique capabilities and performance that can
realistically factor into the clean energy transition in the near
term. This is the rare chance to invest in an industry-defining
technology. We are very pleased to partner with NuScale and its
deeply knowledgeable management team to bring this critical
technology to market.”
Alan L. Boeckmann, Executive Chairman, Fluor Corporation,
said:
“Fluor expects that the proposed transaction will bolster and
accelerate the path to commercialization and deployment of NuScale
Power’s unique small modular nuclear reactor technology. This is
the next step in Fluor’s plan, first outlined 10 years ago, to work
closely with NuScale Power, Congress and the Department of Energy
to commercialize this unique carbon-free energy technology. Today’s
announcement is further evidence that cost-shared government
funding to build first-of-a-kind commercial scale technology can
attract private investment and yield results. Fluor will continue
to serve as an important partner by providing NuScale Power and its
clients with world-class expertise in engineering services, project
management and supply chain support.”
Transaction Overview
Under the terms of the Merger Agreement, the transaction is
valued at an estimated pro-forma enterprise value of approximately
$1.9 billion. At close, NuScale expects up to $413 million of gross
cash proceeds, including a $181 million oversubscribed, fully
committed PIPE anchored by Samsung C&T Corporation, DS Private
Equity, Segra Capital Management and Pearl Energy. NuScale intends
to use the proceeds to fund its path to commercialization and
expects no additional capital requirements between closing and
achieving positive free cash flow.
Upon completion of the transaction, Fluor projects to control
approximately 60% of the combined company, based on the PIPE
investment commitments received in the transaction and the current
equity and in-the-money equity equivalents of NuScale Power and
Spring Valley.
Existing NuScale shareholders, including majority owner Fluor,
will retain their equity in NuScale and roll it into the combined
company. Fluor will also continue to provide NuScale with
engineering services, project management, administrative and supply
chain support. Additional existing strategic investors in NuScale
include Doosan Heavy Industries and Construction, Samsung C&T
Corporation, JGC Holdings Corporation, IHI Corporation, Enercon
Services, Inc., GS Energy, Sarens and Sargent & Lundy.
The transaction is expected to close in the first half of 2022
and is subject to approval by Spring Valley’s shareholders as well
as other customary closing conditions.
Advisors
Guggenheim Securities, LLC is acting as financial advisor to
NuScale and Fluor. Cowen is acting as financial advisor and lead
capital markets advisor to Spring Valley. Guggenheim Securities,
LLC and Cowen acted as placement agents to Spring Valley in
connection with the PIPE offering.
Stoel Rives LLP is acting as legal counsel to NuScale, Gibson,
Dunn & Crutcher LLP is acting as legal counsel to Fluor, White
& Case LLP is acting as legal counsel to the placement agents
and Kirkland & Ellis LLP is acting as legal counsel to Spring
Valley.
Investor Presentation
NuScale and Spring Valley management will host an investor
presentation on December 14, 2021 at 10:00 a.m. ET.
To listen to the webcast, please visit
www.netroadshow.com/nrs/home/#!/?show=04285b34. Following the
webcast, a telephone replay will be available at 1 (844) 385-9713
(U.S.) or 1 (678) 389-4980 (International), replay code number:
48521#.
Additional information about the proposed transaction, including
a copy of the Agreement and Plan of Merger and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Spring Valley with the Securities and Exchange
Commission ("SEC") and is available on the NuScale investor
relations page at https://www.nuscalepower.com/about-us/investors
and at www.sec.gov.
About NuScale Power
NuScale Power is poised to meet the diverse energy needs of
customers across the world. It has developed a new modular light
water reactor nuclear power plant to supply energy for electrical
generation, district heating, desalination, hydrogen production and
other process heat applications. The groundbreaking NuScale Power
Module™ (NPM), a small, safe pressurized water reactor, can
generate 77 MWe of electricity and can be scaled to meet customer
needs. The VOYGR™-12 power plant is capable of generating 924 MWe,
and NuScale also offers the four-module VOYGR-4 (308 MWe) and
six-module VOYGR-6 (462 MWe) and other configurations based on
customer needs. The majority investor in NuScale is Fluor
Corporation, a global engineering, procurement, and construction
company with a 70-year history in commercial nuclear power.
NuScale is headquartered in Portland, OR and has offices in
Corvallis, OR; Rockville, MD; Charlotte, NC; Richland, WA; and
London, UK. Follow us on Twitter: @NuScale_Power, Facebook: NuScale
Power, LLC, LinkedIn: NuScale-Power, and Instagram: nuscale_power.
Visit NuScale Power's website.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better world by
applying world-class expertise to solve its clients’ greatest
challenges. Fluor’s 44,000 employees provide professional and
technical solutions that deliver safe, well-executed,
capital-efficient projects to clients around the world. Fluor had
revenue of $14.2 billion in 2020 and is ranked 196 among the
Fortune 500 companies. With headquarters in Irving, Texas, Fluor
has been providing engineering, procurement and construction
services for more than 100 years. For more information, please
visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook
and YouTube.
About Spring Valley Acquisition Corp.
Spring Valley Acquisition Corp. (NASDAQ: SV) is a special
purpose acquisition company formed for the purpose of entering into
a merger or similar business combination with one or more
businesses or entities focusing on sustainability, including clean
energy and storage, smart grid/efficiency, environmental services
and recycling, mobility, water and wastewater management, advanced
materials and technology enabled services. Spring Valley’s sponsor
is supported by Pearl Energy Investment Management, LLC, a Dallas,
Texas based investment firm that focuses on partnering with
best-in-class management teams to invest in the North American
energy industry.
Additional Information and Where to Find It
In connection with the business combination, Spring Valley
intends to file a Registration Statement on Form S-4 (the “Form
S-4”) with the SEC which will include a preliminary prospectus with
respect to its securities to be issued in connection with the
business combination and a preliminary proxy statement with respect
to Spring Valley’s shareholder meeting at which Spring Valley’s
shareholders will be asked to vote on the proposed business
combination. Spring Valley and NuScale urge investors,
shareholders and other interested persons to read, when available,
the Form S-4, including the proxy statement/prospectus, any
amendments thereto and any other documents filed with the SEC,
because these documents will contain important information about
the proposed business combination. After the Form S-4 has been
filed and declared effective, Spring Valley will mail the
definitive proxy statement/prospectus to shareholders of Spring
Valley as of a record date to be established for voting on the
business combination. Spring Valley shareholders will also be able
to obtain a copy of such documents, without charge, by directing a
request to: Spring Valley Acquisition Corp., 2100 McKinney Avenue
Suite 1675 Dallas, TX 75201; e-mail: investors@sv-ac.com. These
documents, once available, can also be obtained, without charge, at
the SEC’s website www.sec.gov.
Participants in the Solicitation
Spring Valley and its directors and officers may be deemed
participants in the solicitation of proxies of Spring Valley’s
shareholders in connection with the proposed business combination.
Security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of Spring Valley’s
executive officers and directors in the solicitation by reading
Spring Valley’s final prospectus filed with the SEC on November 25,
2020, the proxy statement/prospectus and other relevant materials
filed with the SEC in connection with the business combination when
they become available. Information concerning the interests of
Spring Valley’s participants in the solicitation, which may, in
some cases, be different than those of their shareholders
generally, will be set forth in the proxy statement/prospectus
relating to the business combination when it becomes available.
No Offer or Solicitation
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, or the solicitation of any vote or
approval in any jurisdiction in connection with a proposed
potential business combination among Spring Valley and NuScale or
any related transactions, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction where, or to any person
to whom, such offer, solicitation or sale may be unlawful. Any
offering of securities or solicitation of votes regarding the
proposed transaction will be made only by means of a proxy
statement/prospectus that complies with applicable rules and
regulations promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and Securities Exchange Act of
1934, as amended, or pursuant to an exemption from the Securities
Act or in a transaction not subject to the registration
requirements of the Securities Act.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
All statements, other than statements of present or historical fact
included in this press release, regarding Spring Valley’s proposed
business combination with NuScale, Spring Valley’s ability to
consummate the transaction, the benefits of the transaction and the
combined company’s future financial performance, as well as the
combined company’s strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of the respective management of NuScale and Spring
Valley and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
as, a guarantee, an assurance, a prediction, or a definitive
statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of NuScale and Spring Valley. These forward-looking
statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market,
financial, political, and legal conditions; the inability of the
parties to successfully or timely consummate the proposed
transaction, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed transaction or that the approval
of the shareholders of Spring Valley or NuScale is not obtained;
failure to realize the anticipated benefits of the proposed
transaction; risks relating to the uncertainty of the projected
financial information with respect to NuScale; risks related to the
expansion of NuScale’s business and the timing of expected business
milestones; the effects of competition on NuScale’s business; the
ability of Spring Valley or NuScale to issue equity or
equity-linked securities or obtain debt financing in connection
with the proposed transaction or in the future, and those factors
discussed in Spring Valley’s final prospectus dated November 25,
2020 under the heading “Risk Factors,” and other documents Spring
Valley has filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Spring Valley nor NuScale presently know, or that Spring
Valley nor NuScale currently believe are immaterial, that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Spring Valley’s and NuScale’s expectations, plans, or
forecasts of future events and views as of the date of this press
release. Spring Valley and NuScale anticipate that subsequent
events and developments will cause Spring Valley’s and NuScale’s
assessments to change. However, while Spring Valley and NuScale may
elect to update these forward-looking statements at some point in
the future, Spring Valley and NuScale specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Spring Valley’s and NuScale’s
assessments of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211214005565/en/
Spring Valley Acquisition Corp.: www.sv-ac.com Robert Kaplan
Investors@sv-ac.com Investor inquiries: Gary Dvorchak, The
Blueshirt Group for NuScale ir@nuscalepower.com Media inquiries:
Diane Hughes, NuScale media@nuscalepower.com
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