- Special Meeting to be held on July 21, 2021
- Proxy materials related to the Special Meeting will be mailed
to stockholders of record as of the close of business on June 21,
2021
Tuscan Holdings Corp. (Nasdaq: THCB) (“Tuscan”) today announced
that it scheduled a special meeting of its stockholders (the
“Special Meeting”) to approve the proposed business combination
with Microvast, Inc. (“Microvast”), a leading global provider of
next-generation battery technologies for commercial and specialty
vehicles, to be held on July 21, 2021 at 9:00 a.m. ET. Notice of
the Special Meeting and related proxy materials will be mailed to
all holders of record as of the close of business on June 21, 2021
(the “Record Date”).
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the full release here:
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The consummation of the proposed business combination with
Microvast and related items require approval at the Special Meeting
by the affirmative vote of the holders of over 50% of the
outstanding Tuscan shares. Only stockholders who held Tuscan shares
as of the Record Date will be eligible to vote at the Special
Meeting.
Stockholders that owned shares as of the Record Date are
encouraged to submit their vote as soon as possible to ensure that
it is represented at the Special Meeting. Stockholders should
please note that if their shares are held at a brokerage firm or
bank, stockholders must instruct their bank or broker to cast the
vote.
Tuscan stockholders can follow this link to view the Special
Meeting document:
https://www.sec.gov/Archives/edgar/data/1760689/000121390021035581/defm14a_tuscanholdings.htm
For assistance with voting
your shares please contact Advantage Proxy Inc. toll free at
1-877-870-8565 collect at 1-206-870-8565 or by email to
ksmith@advantageproxy.com.
About Microvast
Microvast, Inc. is a technology innovator that designs, develops
and manufactures lithium-ion battery solutions. Founded in 2006 and
headquartered in Houston, TX, Microvast is renowned for its
cutting-edge cell technology and its vertical integration
capabilities which extends from core battery chemistry (cathode,
anode, electrolyte, and separator) to battery packs. By integrating
the process from raw material to system assembly, Microvast has
developed a family of products covering a broad breadth of market
applications. More information can be found on the corporate
website: www.microvast.com.
About Tuscan
Tuscan Holdings Corp. is a blank check company whose business
purpose is to effect a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Tuscan’s management team
is led by Stephen Vogel, Chairman and Chief Executive Officer.
Tuscan is listed on Nasdaq under the ticker symbol "THCB."
About InterPrivate
InterPrivate Capital is a private investment firm that invests
on behalf of a consortium of family offices. The firm’s unique
independent co-sponsor structure provides its investors with the
deep sector expertise and transaction execution capabilities of
veteran deal-makers from the world’s leading private equity and
venture capital firms. Affiliates of InterPrivate Capital act as
sponsors, co-sponsors and advisors of SPACs, and manage a number of
investment vehicles on behalf of its family office co-investors
that participate in private and public opportunities, including
PIPE investments in support of the firm’s sponsored business
combinations. For more information regarding InterPrivate Capital,
please visit www.interprivate.com. For more information regarding
InterPrivate’s SPAC strategy, please visit www.ipvspac.com.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”) involving Tuscan and Microvast, Tuscan intends to
file relevant materials with the SEC, including a definitive proxy
statement (“Merger Proxy Statement“). On July 2, 2021 Tuscan filed
a definitive preliminary proxy statement with the SEC relating to
the Proposed Transaction. INVESTORS AND SECURITY HOLDERS AND OTHER
INTERESTED PARTIES ARE URGED TO READ THE MERGER PROXY STATEMENT FOR
MORE INFORMATION ABOUT THE PROPOSED TRANSACTION WITH MICROVAST, AND
TO READ ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE. The Merger Proxy Statement and other documents that may
be filed with the SEC can be obtained free of charge from the SEC’s
website at www.sec.gov. These documents can also be obtained free
of charge from Tuscan upon written request to Tuscan at Tuscan
Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY
10022.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to
any securities in respect of the Proposed Transaction and shall not
constitute an offer to sell or the solicitation of an offer to buy
or subscribe for any securities or a solicitation of any vote of
approval, nor shall there be any sale, issuance or transfer 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.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Tuscan and certain of its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the Proposed
Transaction under the rules of the SEC. Information about Tuscan’s
directors and executive officers and their ownership of Tuscan’s
securities is set forth in Tuscan’s filings with the SEC, including
Tuscan’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 25, 2021.
To the extent that holdings of Tuscan’s securities have changed
since the amounts included in Tuscan’s Annual Report, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
participants is also included in the definitive Merger Proxy
Statement filed on July 2, 2021. These documents can be obtained
free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding the expected proceeds from the Proposed
Transaction and the likelihood and ability of the parties to
successfully consummate the Proposed Transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in Tuscan’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (1) the inability to complete the
Proposed Transaction or, if Tuscan does not complete the Proposed
Transaction, any other business combination; (2) the inability to
complete the Proposed Transaction due to the failure to meet the
closing conditions to the Proposed Transaction, including the
inability to obtain approval of Tuscan’s stockholders, the
inability to consummate the contemplated PIPE financing, the
failure to achieve the minimum amount of cash available following
any redemptions by Tuscan stockholders, the failure to meet the
Nasdaq listing standards in connection with the consummation of the
Proposed Transaction, or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement; (3) costs related to the Proposed
Transaction; (4) a delay or failure to realize the expected
benefits from the Proposed Transaction; (5) risks related to
disruption of management time from ongoing business operations due
to the Proposed Transaction; (6) the impact of the ongoing COVID-19
pandemic; (7) changes in the highly competitive market in which
Microvast competes, including with respect to its competitive
landscape, technology evolution or regulatory changes; (8) changes
in the markets that Microvast targets; (9) risk that Microvast may
not be able to execute its growth strategies or achieve
profitability; (10) the risk that Microvast is unable to secure or
protect its intellectual property; (11) the risk that Microvast’s
customers or third-party suppliers are unable to meet their
obligations fully or in a timely manner; (12) the risk that
Microvast’s customers will adjust, cancel, or suspend their orders
for Microvast’s products; (13) the risk that Microvast will need to
raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; (14) the risk of
product liability or regulatory lawsuits or proceedings relating to
Microvast’s products or services; (15) the risk that Microvast may
not be able to develop and maintain effective internal controls;
(16) the outcome of any legal proceedings that may be instituted
against Tuscan, Microvast or any of their respective directors or
officers following the announcement of the Proposed Combination;
(17) risks of operations in the People’s Republic of China; and
(18) the failure to realize anticipated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions and purchase price and other
adjustments.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Tuscan
and Microvast or the date of such information in the case of
information from persons other than Tuscan or Microvast, and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding Microvast’s
industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210706005398/en/
Microvast Investor Relations IR@microvast.com (346) 309-2562
Microvast Public Relations media@microvast.com Tuscan Holdings
Corp. Investor Relations, ICR TuscanIR@icrinc.com InterPrivate
Capital Charlotte Luer Investor Relations ir@interprivate.com
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