FREYR Battery Files Form S-4 for Redomicile from Luxembourg to U.S.
September 11 2023 - 6:01AM
Business Wire
FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean,
next-generation battery cell production capacity, announced that
its wholly owned affiliate, FREYR Battery, Inc., a United States
Delaware corporation, has filed an S-4 registration statement with
the U.S. Securities and Exchange Commission (“SEC”) as the next
step of its previously announced process to redomicile to the
U.S.
On August 10, 2023, FREYR announced a plan to redomicile from
Luxembourg to the U.S. effective year-end 2023. The filing of the
registration statement on form S-4 is the next step in that
process. The S-4 registration statement, which can be found on the
SEC’s website www.sec.gov, includes a summary of the transaction
rationale, implications, and other considerations.
In 2023, FREYR’s Board of Directors and management team
undertook a review of the company’s jurisdiction of incorporation
of its ultimate parent company. FREYR’s Board of Directors believes
that the redomiciliation will enhance long-term shareholder value
by providing potential strategic opportunities and benefits,
including:
- Simplifying FREYR’s corporate structure
- Streamlining reporting requirements
- Enhancing FREYR’s eligibility for inclusion in equity indexes
and the associated benchmarking from actively managed funds
- Aligning with well-established principles of corporate
governance under Delaware law
- Positioning FREYR to better respond to global tax developments
and U.S. incentive programs for battery manufacturers; and
- Improving alignment with the operational and strategic needs of
FREYR’s business as the company executes its business plan
The transaction will require a shareholder vote for approval
later this year, the details of which will be provided at a later
date. Additional information pertaining to the redomicile process
can be found on FREYR’s website at www.freyrbattery.com.
About FREYR Battery
FREYR Battery aims to provide industrial scale clean battery
solutions to reduce global emissions. Listed on the New York Stock
Exchange, FREYR’s mission is to produce clean battery cells to
accelerate the decarbonization of energy and transportation systems
globally. FREYR has commenced building the first of its planned
factories in Mo i Rana, Norway and announced potential development
of industrial scale battery cell production in the United States.
To learn more about FREYR, please visit www.freyrbattery.com
Cautionary Statement Concerning Forward-Looking
Statements
All statements, other than statements of present or historical
fact included in this press release are forward looking
statements.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from the expected results. Most of these factors are outside
FREYR’s control and are difficult to predict. Additional
information about factors that could materially affect FREYR is set
forth under the “Risk Factors” section in (i) FREYR’s Registration
Statement on Form S-3 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on September 1, 2022 and (ii) FREYR's Annual
Report on Form 10-K for the year ended December 31, 2022 that was
filed with the SEC on February 27, 2023, available on the SEC’s
website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230911657972/en/
Investor contact: Jeffrey Spittel Vice President,
Investor Relations jeffrey.spittel@freyrbattery.com Tel: (+1)
281-222-0161
Media contact: Katrin Berntsen Vice President,
Communication, FREYR katrin.berntsen@freyrbattery.com Tel: (+47)
920 54 570
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