NEWARK, Calif. and NEW YORK, Feb. 22,
2021 /PRNewswire/ -- Lucid Motors ("Lucid"), which is
setting new standards for sustainable mobility with its advanced
luxury EVs, and Churchill Capital Corp IV (NYSE: CCIV) ("CCIV" or
"Churchill"), a special purpose acquisition company, announced
today that they have entered into a definitive merger agreement.
CCIV and Lucid are combining at a transaction equity value of
$11.75 billion. The transaction
values Lucid at an initial pro-forma equity value of approximately
$24 billion at the PIPE offer price
of $15.00 per share and will provide
Lucid with approximately $4.4 billion
in cash (assuming no existing CCIV shares are redeemed for cash at
closing).
Peter Rawlinson, CEO and CTO of
Lucid, said, "Lucid is proud to be leading a new era of
high-technology, high efficiency zero-emission transportation.
Through a ground-up rethinking of how EVs are designed, our
in-house-developed, race-proven technology and meticulous
engineering have enabled industry-leading powertrain efficiency and
new levels of performance. Lucid is going public to accelerate into
the next phase of our growth as we work towards the launch of our
new pure-electric luxury sedan, Lucid Air, in 2021 followed by our
Gravity performance luxury SUV in 2023. Financing from the
transaction will also be used to support expansion of our
manufacturing facility in Arizona,
which is the first greenfield purpose-built EV manufacturing
facility in North America, and is
already operational for pre-production builds of the Lucid Air.
Scheduled to expand over three phases in the coming years, our
Arizona facility is designed to be
capable of producing approximately 365,000 units per year at scale.
Lastly, this transaction further enables the realization of our
vision to supply Lucid's advanced EV technologies to third parties
such as other automotive manufacturers as well as offer energy
storage solutions in the residential, commercial and utility
segments."
Michael Klein, Chairman and CEO
of CCIV, said, "CCIV believes that Lucid's superior and proven
technology backed by clear demand for a sustainable EV make Lucid a
highly attractive investment for Churchill Capital Corp IV
shareholders, many of whom have an increased focus on
sustainability. We are pleased to partner with Peter and the rest
of Lucid's leadership team as it delivers the highly anticipated
Lucid Air to market later this year, promising significant
disruption to the EV market and creating thousands of jobs across
the U.S."
Lucid is setting new standards in performance, range and
efficiency, appealing both to customers and investors committed to
a zero-emission future. The company's differentiated, proprietary
EV technology, including its battery technology which is currently
powering every vehicle in the world's leading EV racing series, is
underpinned by a rich portfolio of patents. Lucid's EV technology
suite was developed in-house, allowing Lucid Air to deliver
outstanding efficiency with a projected range of over 500 miles on
a single charge – ahead of all competitors on the market today.
Lucid's growth will continue to benefit the communities in which
it operates, particularly in California where the company is headquartered
and in Arizona where the company
has built its vehicle manufacturing facility from the ground up as
well as its in-house EV powertrain manufacturing facility.
Additionally, with directly-owned retail locations already open in
California and Florida, Lucid will continue to expand its
retail and service footprint across the U.S. throughout 2021. Lucid
currently employs nearly 2,000 people in the U.S., and intends to
continue growing quickly to support the company's ramp in
operations, with 3,000 employees expected to be added domestically
by the end of 2022.
Peter Rawlinson will continue to
lead Lucid along with the rest of the company's seasoned leadership
team. Churchill's leadership team and group of operating partners
will actively facilitate key introductions and relationships and
provide product, design, and industry insights.
About Lucid
Headquartered in the heart of Silicon Valley in Newark, California, Lucid has benefitted
enormously from California's
forward-thinking, innovation-centered business environment. Lucid's
management looks forward to continuing to operate from its
California headquarters as a
public company. This transaction will also support further
expansion of Lucid's direct-to-consumer retail model and Studio and
Service Center locations. Currently, Lucid has 6 Studios open
across the U.S. and additional sites under construction, a
footprint that is scheduled to grow significantly throughout 2021.
Sales expansion is planned for international markets including
Europe and Middle East during 2022, and Asia Pacific thereafter.
Lucid's completed, purpose-built manufacturing facilities are
production-ready and positioned for expansion. In Casa Grande, Arizona, Lucid is already
manufacturing Lucid Air pre-production vehicles in a
state-of-the-art facility called AMP-1 that represents the first
greenfield EV manufacturing facility in North America. Just a few miles away from
AMP-1 is Lucid's powertrain manufacturing plant, LPM-1, where Lucid
produces battery packs, integrated drive units and Wunderbox
two-way chargers, which present significant opportunities in
energy-capture technology. In addition to its in-house
technological and manufacturing capabilities, Lucid has established
strong relationships with core suppliers for key materials like
battery cells, including a development and supply agreement with LG
Chem. Currently, Lucid's AMP-1 facility can produce 34,000 vehicles
annually, but with a total of three phases of expansion planned
over the coming years, the site is expected to be capable of
producing approximately 365,000 vehicles per year at scale.
As a part of its vision, Lucid intends to leverage its
technology portfolio and expertise in electrification to enable a
broader societal transformation towards clean energy. Lucid sees
compelling potential for use of its electric powertrain technology
in other OEM vehicles as well as in the aerospace, heavy machinery
and agricultural industries, and also recognizes adjacent
opportunities for energy storage applications in the residential,
commercial and utility sectors.
About Lucid Air
Lucid's first car, the Lucid Air, is a state-of-the-art luxury
sedan with a California-inspired
design underpinned by race-proven technology. Featuring luxurious
full-size interior in a mid-size exterior footprint, the Air will
be capable of an EPA estimated range of over 500 miles and 0-60 mph
in under 2.5 seconds. Customer deliveries of the Lucid Air, which
will be produced at Lucid's new factory in Casa Grande, Arizona, will accelerate in the
second half of 2021 as the factory increases production. Consumers
engage with Lucid through an advanced digital platform that is
unique in the industry, enabling seamless digital experiences
across multiple touchpoints.
Summary of the Transaction
The total investment of approximately $4.6 billion is being funded by CCIV's
approximately $2.1 billion in cash
(assuming no redemptions by CCIV shareholders) and a $2.5 billion fully committed PIPE at $15.00 per share, a 50% premium to CCIV's net
asset value, anchored by the Public Investment Fund (PIF) as well
as funds and accounts managed by BlackRock, Fidelity Management
& Research LLC, Franklin
Templeton, Neuberger Berman, Wellington Management and
Winslow Capital Management, LLC.
None of Lucid's existing investors will sell stock in the
transaction and are subject to a six-month lock up for the shares
they receive in the transaction. All proceeds will be used as
growth capital for the company to execute on its strategic and
operational initiatives. Lucid currently has no indebtedness.
The transaction includes a $2.5
billion fully committed, common stock PIPE with a unique
investor lock-up provision that runs until the later of (i)
September 1, 2021, and (ii) the date
the PIPE shares are registered.
In connection with the transaction, Churchill's sponsor has
entered into an agreement to amend the terms of its founder equity
to align with the long-term value creation and performance of
Lucid. Churchill's sponsor has agreed not to transfer its founder
equity for 18 months after the closing of the transaction.
The Board of Directors of Churchill and the special transaction
committee of the Board of Directors of Lucid have unanimously
approved the proposed transaction.
The transaction is expected to close in Q2 2021, subject to
approval by Churchill stockholders representing a majority of the
outstanding Churchill voting power, Churchill having available cash
at closing of at least $2.8 billion
(including the $2.5 billion of
committed PIPE proceeds), the expiration of the HSR Act waiting
period and other customary closing conditions.
The majority shareholder of Lucid has entered into a Voting and
Support Agreement to vote in favor of the transaction, which vote
would be sufficient to approve the transaction for Lucid
shareholders.
Investor Presentation
A copy of the investor presentation can be found by accessing
the Lucid investor page.
Advisors
Citi is serving as sole financial advisor to Lucid. BofA
Securities and Guggenheim Securities are serving as M&A
advisors to Churchill, and Guggenheim Securities rendered a
fairness opinion to Churchill in connection with the proposed
transaction. BofA Securities and Citi are serving as co-placement
agents and Guggenheim Securities is serving as capital markets
advisor to Churchill on the PIPE. Davis
Polk & Wardwell LLP is serving as legal counsel to
Lucid. Weil, Gotshal & Manges LLP is serving as legal counsel
to Churchill.
About Churchill Capital Corp IV
Churchill Capital Corp IV 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.
Forward-Looking Statements
This press release 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," "continue,"
"could," "may," "might," "possible," "potential," "predict" or
other similar 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 estimates and forecasts of financial and
operational metrics, projections of market opportunity, market
share and product sales, expectations and timing related to
commercial product launches, including the start of production and
launch of the Lucid Air and any future products, the performance,
range, autonomous driving and other features of the Lucid Air,
future market opportunities, including with respect to energy
storage systems and automotive partnerships, future manufacturing
capabilities and facilities, future sales channels and strategies,
future market launches and expansion, potential benefits of the
proposed business combination and PIPE investment (collectively,
the "proposed transactions") and the potential success of Lucid's
go-to-market strategy, and expectations related to the terms and
timing of the proposed transactions. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of Lucid's and CCIV'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 will
differ from assumptions. Many actual events and circumstances are
beyond the control of Lucid and CCIV. 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
transactions, 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 transactions or
that the approval of the shareholders of CCIV or Lucid is not
obtained; the outcome of any legal proceedings that may be
instituted against Lucid or CCIV following announcement of the
proposed transactions; failure to realize the anticipated benefits
of the proposed transactions; risks relating to the uncertainty of
the projected financial information with respect to Lucid,
including conversion of reservations into binding orders; risks
related to the timing of expected business milestones and
commercial launch, including Lucid's ability to mass produce the
Lucid Air and complete the tooling of its manufacturing facility;
risks related to the expansion of Lucid's manufacturing facility
and the increase of Lucid's production capacity; risks related to
future market adoption of Lucid's offerings; the effects of
competition and the pace and depth of electric vehicle adoption
generally on Lucid's future business; changes in regulatory
requirements, governmental incentives and fuel and energy prices;
Lucid's ability to rapidly innovate; Lucid's ability to deliver
Environmental Protection Agency ("EPA") estimated driving ranges
that match or exceed its pre-production projected driving ranges;
future changes to vehicle specifications which may impact
performance, pricing, and other expectations; Lucid's ability to
enter into or maintain partnerships with original equipment
manufacturers, vendors and technology providers; Lucid's ability to
effectively manage its growth and recruit and retain key employees,
including its chief executive officer and executive team; Lucid's
ability to establish its brand and capture additional market share,
and the risks associated with negative press or reputational harm;
Lucid's ability to manage expenses; Lucid's ability to effectively
utilize zero emission vehicle credits; the amount of redemption
requests made by CCIV's public shareholders; the ability of CCIV or
the combined company to issue equity or equity-linked securities in
connection with the proposed transactions or in the future; the
outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; and the impact of the
global COVID-19 pandemic on Lucid, CCIV, the combined company's
projected results of operations, financial performance or other
financial metrics, or on any of the foregoing risks; and those
factors discussed in CCIV's final prospectus dated July 30, 2020 and the Quarterly Reports on Form
10-Q for the quarters ended July 30,
2020 and September 30, 2020,
in each case, under the heading "Risk Factors," and other documents
of CCIV 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 Lucid nor CCIV presently know or that Lucid and CCIV
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 Lucid's
and CCIV's expectations, plans or forecasts of future events and
views as of the date of this press release. Lucid and CCIV
anticipate that subsequent events and developments will cause
Lucid's and CCIV's assessments to change. However, while Lucid and
CCIV may elect to update these forward-looking statements at some
point in the future, Lucid and CCIV specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Lucid's and CCIV's assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Additional Information About the Proposed Transactions and
Where to Find It
The proposed transactions will be submitted to shareholders of
CCIV for their consideration. CCIV intends to file a registration
statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") which will include
preliminary and definitive proxy statements to be distributed to
CCIV's shareholders in connection with CCIV's solicitation for
proxies for the vote by CCIV's shareholders in connection with the
proposed transactions and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Lucid's shareholders in
connection with the completion of the proposed business
combination. After the Registration Statement has been filed
and declared effective, CCIV will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record
date established for voting on the proposed transactions. CCIV's
shareholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with CCIV's solicitation of
proxies for its special meeting of shareholders to be held to
approve, among other things, the proposed transactions, because
these documents will contain important information about CCIV,
Lucid and the proposed transactions. Shareholders may also obtain a
copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding
the proposed transactions and other documents filed with the SEC by
CCIV, without charge, at the SEC's website located at www.sec.gov
or by directing a request to CCIV.
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.
Participants in the Solicitation
CCIV, Lucid and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from CCIV's shareholders in connection with the proposed
transactions. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of CCIV's
shareholders in connection with the proposed transactions will be
set forth in CCIV's proxy statement/prospectus when it is filed
with the SEC. You can find more information about CCIV's directors
and executive officers in CCIV's final prospectus filed with the
SEC on July 30, 2020. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication 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.
Contacts
For Lucid Motors, Inc.
Andrew Hussey
andrewhussey@lucidmotors.com
media@lucidmotors.com
investors@lucidmotors.com
Brunswick Group:
Tim Daubenspeck/Stephen Powers/Will
Rasmussen
lucid@brunswickgroup.com
For Churchill Capital Corp IV
Steve Lipin / Lauren Odell / Christina
Stenson
Gladstone Place Partners
(212) 230-5930
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