Zanite Acquisition Corp. ("Zanite") also Announces that the
Special Meeting of its Stockholders to Vote to Approve the Business
Combination with Eve UAM, LLC ("Eve") will be held on May 6, 2022, at 11:00 a.m.
ET
The Board of Directors of Zanite Recommends All Stockholders
Vote "FOR" all Proposals
MELBOURNE, Fla. and CLEVELAND, April 14,
2022 /PRNewswire/ -- Eve UAM, LLC, an Embraer company
and a leader in the development of next-generation Urban Air
Mobility ("UAM") solutions, and Zanite Acquisition Corp. (Nasdaq:
ZNTE, ZNTEU, ZNTEW), a special purpose acquisition company focused
on the aviation sector, today announced that Zanite has filed its
definitive proxy statement on Form DEFM14A (the "Definitive Proxy
Statement") related to the companies' previously announced proposed
business combination (the "Business Combination").
The filing of the Definitive Proxy Statement is an important
step to Eve becoming a publicly-traded company. Zanite stockholders
are encouraged to read the Definitive Proxy Statement in its
entirety and to vote "FOR" all the proposals described therein. If
the Business Combination is approved by Zanite's stockholders and
all other closing conditions are satisfied, Zanite will change its
name to "Eve Holding, Inc." and the
combined company's common stock and public warrants will begin
trading on the New York Stock Exchange under the symbols "EVEX" and
"EVEXW", respectively.
Zanite will hold a special meeting of its stockholders (the
"Special Meeting") at 11:00 a.m. Eastern
Time on May 6, 2022, to
approve, among other things, the Business Combination with Eve.
Stockholders of record as of the close of business on April 11, 2022, will be entitled to receive
notice of and to vote at the Special Meeting. The Special Meeting
will be a virtual meeting conducted exclusively via live webcast,
which stockholders may virtually attend by visiting
https://www.cstproxy.com/zaniteacquisition/2022. Eve and Zanite
expect that the Business Combination will close on May 9, 2022, subject to the approval of the
Business Combination by Zanite's stockholders and the satisfaction
of other customary closing conditions
The board of directors of Zanite recommends that stockholders
vote "FOR" all proposals in advance of the Special Meeting by
signing, dating and returning the proxy card upon receipt by
following the instructions on the proxy card. If your shares are
held in an account at a broker, bank, or nominee, please follow the
voting instructions provided by such broker, bank, or nominee.
Your Vote "FOR" ALL Proposals Is Important, No Matter How
Many or How Few Shares You Own. Whether you plan to virtually
attend the special meeting or not, please sign, date and return the
proxy card that will be sent to you as soon as possible in the
envelope provided.
If you have questions about voting or need assistance voting,
please contact Zanite's proxy solicitor, Morrow Sodali LLC, by
calling (800) 662-5200 (individuals) or (203) 658-9400 (banks and
brokers) or by emailing ZNTE.info@investor.morrowsodali.com.
Additional details regarding the Special Meeting and the
proposals that stockholders will be asked to consider and vote upon
are available in the Definitive Proxy Statement and at Zanite's
website, www.zaniteacquisition.com.
About Eve
Eve is dedicated to accelerating the UAM ecosystem. Benefitting
from a startup mindset, backed by Embraer's more than 50-year
history of aerospace expertise, and with a singular focus, Eve is
taking a holistic approach to progressing the UAM ecosystem, with
an advanced eVTOL project, a comprehensive global services and
support network and a unique air traffic management solution. For
more information, please visit www.eveairmobility.com.
About Zanite Acquisition Corporation
Zanite is a special purpose acquisition company and was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses in the Aviation,
Aerospace & Defense, Urban Mobility and Emerging Technology
industries. Zanite's sponsor is managed by Kenneth C. Ricci, Principal of Directional
Aviation Capital, and Steven H.
Rosen, Co-Founder and Co-Chief Executive Officer of
Resilience Capital Partners along with its Board of Directors and
Strategic Advisors Mr. Larry Flynn,
Dr. Ron Sugar, Mr. Patrick Shanahan and Mr. John Veihmeyer. Zanite began trading on Nasdaq
in November 2020 and its common
stock, units and warrants trade under the ticker symbols "ZNTE,"
"ZNTEU" and "ZNTEW," respectively. For more information, please
visit www.zaniteacquisition.com.
About Embraer
A global aerospace company headquartered in Brazil, Embraer has businesses in Commercial
and Executive aviation, Defense & Security and Agricultural
Aviation. The company designs, develops, manufactures and markets
aircraft and systems, providing Services & Support to customers
after-sales. Since it was founded in 1969, Embraer has delivered
more than 8,000 aircraft. On average, about every 10 seconds an
aircraft manufactured by Embraer takes off somewhere in the world,
transporting over 145 million passengers a year. Embraer is the
leading manufacturer of commercial jets up to 150 seats and the
main exporter of high value-added goods in Brazil. The company maintains industrial
units, offices, service and parts distribution centers, among other
activities, across the Americas, Africa, Asia
and Europe. For more information,
please visit www.embraer.com.
Important Information about the Business Combination and
Where to Find It
In connection with the business combination, on April 13, 2022, Zanite has filed with the
Securities and Exchange Commission ("SEC") a definitive proxy
statement (as may be amended from time to time, the "Definitive
Proxy Statement") relating to the Business Combination. This
communication does not contain all the information that
should be considered concerning the proposed Business Combination
and is not intended to form the basis of any investment decision or
any other decision in respect of the Business Combination. Zanite's
stockholders and other interested persons are advised to read the
Definitive Proxy Statement, when available, and documents
incorporated by reference therein filed in connection with Zanite's
solicitation of proxies for its special meeting of stockholders to
be held to approve the Business Combination and other matters, as
these materials contain or will contain important information about
Zanite, Eve and the Business Combination. When available, the
Definitive Proxy Statement and other relevant materials for the
Business Combination will be mailed to stockholders of Zanite as of
April 11, 2022, the record date for
the Special Meeting. Stockholders of Zanite may obtain copies of
the Definitive Proxy Statement and other documents that are filed
or will be filed with the SEC or that are incorporated by reference
therein, without charge at the SEC's website
at www.sec.gov, or by directing a request to Zanite
Acquisition Corp. at 25101 Chagrin Boulevard Suite 350,
Cleveland, Ohio 44122, Attention:
Steven H. Rosen, or by
calling (216) 292-0200.
This communication is for informational purposes only
and does not constitute an offer to sell or the solicitation of an
offer to buy any securities, or a solicitation of any vote or
approval, 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, or an
applicable exemption from the registration requirements
thereof.
Participants in the Solicitation
Zanite and its directors and executive officers may be deemed
participants in the solicitation of proxies from Zanite's
stockholders with respect to the proposed Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in Zanite is contained in Zanite's
Definitive Proxy Statement filed with the SEC on April 13,
2022, and is available free of charge at the SEC's web site at
www.sec.gov, or by directing a request to Zanite Acquisition Corp.
at 25101 Chagrin Boulevard Suite 350, Cleveland, Ohio 44122, Attention: Steven H. Rosen, or by
calling (216) 292-0200.
Eve, Embraer, EAH and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Zanite in connection with the
proposed Business Combination.
Additional information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Zanite's
stockholders in connection with the proposed Business Combination,
including a description of their direct and indirect interests, by
security holdings or otherwise, which may be different than those
of Zanite stockholders generally, may be obtained by reading
Zanite's Definitive Proxy Statement for the proposed Business
Combination and any other relevant documents that are filed or will
be filed with the SEC relating to the proposed Business
Combination. Stockholders, potential investors and other interested
persons should read the Definitive Proxy Statement carefully and
and any other relevant documents that are filed or will be filed
with the SEC relating to the proposed Business Combination before
making any voting or investment decisions. These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking Statements
This communication includes "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", "may",
"intend", "predict", "should", "would", "predict", "potential",
"seem", "future", "outlook" or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding Zanite's, Eve's, Embraer's
and EAH's expectations with respect to future performance and
anticipated financial impacts of the business combination, the
satisfaction of the closing conditions to the business combination
and the PIPE Investment, the level of redemptions by Zanite's
public stockholders, the timing of the completion of the Business
Combination and the use of the cash proceeds therefrom. These
statements are based on various assumptions, whether or not
identified herein, and on the current expectations of Zanite's,
Eve's, Embraer's and EAH's management 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 by any investor 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 may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of Zanite, Eve, Embraer and EAH.
These forward-looking statements are subject to a number of
risks and uncertainties, including: (i) changes in domestic
and foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully
or timely consummate the proposed Business Combination, including
the risk that any required 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 Business Combination or that the approval of the
stockholders of Zanite or Eve is not obtained and or that the
proposed Business Combination and the private placement of common
stock are not able to concurrently close; (iii) failure to
realize the anticipated benefits of the proposed business
combination; (iv) risks relating to the uncertainty of the
projected financial information with respect to Eve; (v) the
outcome of any legal proceedings that may be instituted against
Zanite, Embraer, EAH and/or Eve following the announcement of the
business combination agreement and the transactions contemplated
therein; (vi) future global, regional or local economic and
market conditions; (vii) the development, effects and
enforcement of laws and regulations; (viii) Eve's ability to
grow and manage future growth , maintain relationships with
customers and suppliers and retain its key employees;
(ix) Eve's ability to develop new products and solutions,
bring them to market in a timely manner, and make enhancements to
its platform; (x) the effects of competition on Eve's future
business; (xi) the amount of redemption requests made by
Zanite's public stockholders; (xii) the ability of Zanite or
the combined company to issue equity or equity-linked securities in
connection with the proposed Business Combination or in the future;
(xiii) the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries;
(xiv) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and
consummation, (xv) costs related to the Business Combination,
(xvi) the impact of
the global COVID-19 pandemic and
(xvii) those factors discussed in Zanite's Definitive Proxy
Statement filed with the SEC on April 13, 2022 under the
heading "Risk Factors," and other documents of Zanite filed, or to
be filed, 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 Eve nor Zanite presently know
or that Eve and Zanite 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 Eve's and Zanite's expectations, plans or forecasts of
future events and views as of the date of
this communication. Eve and Zanite anticipate that
subsequent events and developments will cause Eve's and Zanite's
assessments to change. However, while Eve and Zanite may elect to
update these forward-looking statements at some point in
the future, Eve and Zanite specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon
as representing Eve's and Zanite's assessments as of any date
subsequent to the date of this
communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Investor
Information
https://www.zaniteacquisition.com/znte-i/
Contacts
investors@eveairmobility.com
media@eveairmobility.com
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SOURCE Embraer S.A.; Eve UAM, LLC