Upon closing, the combined company’s common
stock is expected to trade on the New York Stock Exchange under the
ticker symbol “SMR”
Spring Valley Acquisition Corp. (Nasdaq: SV, SVSVW) (“Spring
Valley”), a publicly-traded special purpose acquisition company,
today announced that on April 7, 2022 the U.S. Securities and
Exchange Commission (“SEC”) declared effective the Registration
Statement on Form S-4 (the “Registration Statement”). This
announcement is in connection with the proposed business
combination between NuScale Power, LLC (“NuScale” or the “Company”)
and Spring Valley (“the business combination”). This transaction
will result in NuScale, the industry-leading provider of
proprietary and innovative advanced nuclear small modular reactor
(“SMR”) technology, being the first publicly traded company focused
on SMR technology.
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Spring Valley will mail the definitive proxy
statement/prospectus (the “Proxy Statement”) to stockholders of
record as of the close of business on March 25, 2022.
Spring Valley will hold a special meeting (the “Special
Meeting”) of its shareholders to vote on the approval and adoption
of the business combination agreement on April 28, 2022, at 10:00
a.m. Central Time at the offices of Kirkland & Ellis LLP
located at 609 Main Street, Suite 4700, Houston, TX 77002, and via
a virtual meeting at https://www.cstproxy.com/svac/2022. Spring
Valley shareholders of record as of the close of business on March
25, 2022 are entitled to vote at the Special Meeting.
The business combination is expected to close shortly after the
Special Meeting, subject to stockholder approvals and satisfaction
of other customary closing conditions. Upon the closing, Spring
Valley will change its name to NuScale Power Corporation (“NuScale
Corp.”), and NuScale Corp. shares and warrants are expected to be
listed on the New York Stock Exchange under the ticker symbols
“SMR” and “SMR WS”.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Spring Valley requests that each
stockholder complete, sign, date and return a proxy card (online or
by mail) as soon as possible and by no later than 11:59 p.m.
Eastern Time on April 27, 2022, to ensure that the stockholder’s
shares will be represented at the Special Meeting. Stockholders
that hold shares in “street name” (i.e., those stockholders whose
shares are held of record by a broker, bank or other nominee)
should contact their broker, bank or nominee to ensure that their
shares are voted.
If any individual Spring Valley stockholder does not receive the
Proxy Statement, such stockholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact
MacKenzie Partners, Inc., 1407 Broadway, 27th Floor, New York, New
York 10018; Individuals call toll-free: (800) 322-2885; Banks and
brokers call: (212) 929-5500.
“We continue to see significant interest around the world in a
long-term, carbon-free infrastructure, and the role that advanced
nuclear technology and SMRs can play in the global energy
transition,” said Chris Sorrells, Chief Executive Officer of Spring
Valley, who will join NuScale’s Board of Directors after it becomes
a public company. “I look forward to joining NuScale’s Board of
Directors as the company enters this important next stage of
growth.”
NuScale has continued to attract significant global investor
interest while demonstrating commercial momentum since the merger
announcement in December. This includes:
- Securing $55 million in additional and contingent PIPE
commitments coming from Nucor Corporation, SailingStone Capital
Partners and Samsung C&T Corporation, resulting in a total of
$236 million in equity in the form of PIPE commitments. In
addition, Fluor sold $110 million in NuScale equity to Japan
NuScale Innovation. All of these recent transactions were completed
at the equivalent to ~$10 per share.
- Signing a Memorandum of Understanding (MOU) with Kazakhstan
Nuclear Power Plants LLP (KNPP) to explore the deployment of
NuScale’s VOYGR™ power plants (VOYGR™) in Kazakhstan. NuScale will
support KNPP’s evaluation of NuScale’s SMR technology, including
nuclear power plant engineering, construction, commissioning,
operation and maintenance, and project-specific studies and design
work.
- Signing a landmark agreement with Poland’s KGHM Polska Miedź
S.A. (KGHM) to initiate the deployment of NuScale’s SMR technology.
Under this agreement, NuScale and KGHM will take steps toward
deploying a first VOYGR™ in Poland as early as 2029, helping Poland
avoid up to 8M tons of CO2 emissions a year.
- Signing an MOU with Dairyland Power Cooperative to evaluate the
potential deployment of NuScale’s SMR technology. Dairyland is a
generation and transmission cooperative that provides the wholesale
electrical requirements for 24 distribution cooperatives in 17
municipal utilities, supplying energy for more than half a million
people in Wisconsin, Minnesota, Iowa and Illinois.
About Spring Valley Acquisition Corp.
Spring Valley Acquisition Corp. (NASDAQ: SV, SVSVW) 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 with $1.2 billion of committed capital
under management, which focuses on partnering with best-in-class
management teams to invest in the North American energy and
sustainability sectors.
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.
No Offer or Solicitation
This 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
This release may contain “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
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical facts. These
forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Such forward-looking statements
include, but are not limited to, information concerning the timing
and anticipated results of the proposed Business Combination.
Actual results may differ materially as a result of a number of
factors, including those factors discussed in Spring Valley’s final
prospectus dated November 25, 2020 and in the Registration
Statement under the heading “Risk Factors,” and other documents
Spring Valley has filed, or will file, with the SEC. Caution must
be exercised in relying on these and other forward-looking
statements. Due to known and unknown risks, NuScale’s results may
differ materially from its expectations and projections. 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 release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
The proposed Business Combination will be submitted to
shareholders of Spring Valley for their approval. The Registration
Statement that Spring Valley has filed with the SEC includes a
proxy statement/prospectus, which has been mailed to Spring
Valley’s shareholders as of the record date established in
connection with Spring Valley’s solicitation of proxies for the
vote on the proposed Business Combination and other matters to be
presented at the special meeting of Spring Valley shareholders.
Spring Valley’s shareholders and other interested persons are
advised to read the definitive proxy statement/prospectus and any
amendments thereto because these documents contain important
information about Spring Valley, NuScale and the proposed Business
Combination. Shareholders may also obtain a copy of the proxy
statement/prospectus, as well as other documents filed with the SEC
regarding the proposed Transaction and other documents filed with
the SEC by Spring Valley, without charge, at the SEC’s website
located at www.sec.gov. A link to the proxy statement/prospectus,
as well as other information related to the transaction, can be
found on the “Investors” section of NuScale’s website at
www.nuscalepower.com/about-us/investors.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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version on businesswire.com: https://www.businesswire.com/news/home/20220408005099/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: Ryan Dean, NuScale media@nuscalepower.com
Max Gross, Finsbury Glover Hering for NuScale
max.gross@fgh.com
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