NEW YORK, July 13, 2021 /PRNewswire/ -- Ivanhoe
Capital Acquisition Corp. ("Ivanhoe") (NYSE: IVAN), a
publicly-listed special purpose acquisition company (SPAC), today
announced it has entered into a definitive agreement for a business
combination with SES Holdings Pte. Ltd. ("SES"), the world leader
in the development and manufacturing of high-performance hybrid
Lithium-Metal (Li-Metal) rechargeable batteries for electric
vehicles ("EVs").
The transaction will create the first publicly-traded hybrid
Li-Metal battery company that combines the high energy density of
Li-Metal with cost effective manufacturability at scale. The
transaction is supported by strategic investors and global
automakers that include General Motors (NYSE: GM), Hyundai Motor
Company (KS: 005380) and Kia Corporation (KS: 000270), all of which
are parties to existing automotive A-sample joint development
agreements ("JDA") with SES, as well as Geely Holding Group (HK:
0175), SAIC Motor (SHA: 600104), LG Technology Ventures, and
Foxconn (2354.TW), key global automakers and battery cell
manufacturers in Asia, the world's
largest EV market.
Upon completion of the proposed transaction, the combined
company will operate under the SES name and be listed on the New
York Stock Exchange under the ticker symbol "SES".
The transaction values the combined company at a pro forma
implied equity value of approximately $3.6
billion (inclusive of a $300
million earn-out) with total expected gross proceeds of
$476 million (assuming no redemptions
by Ivanhoe's public shareholders). Including expected transaction
proceeds and existing cash on SES's balance sheet, SES is expected
to have over $600 million of cash at
transaction close, which will help fund the company's future growth
and transition into its commercialization phase in 2025.
Founded in 2012 as a spin-out company of the Massachusetts Institute of Technology, SES operates
two battery-prototyping facilities in the U.S. and China. The company's hybrid Li-Metal battery
is expected to enable the next generation of high-range and
affordable EVs. The hybrid Li-Metal approach provides the superior
energy density of Li-Metal via the proven manufacturing
efficiencies of lithium-ion batteries.
SES's hybrid Li-Metal batteries use a high-energy-density
Li-Metal anode, a protective anode coating, a proprietary
high-concentration solvent-in-salt liquid electrolyte, and
artificial intelligence ("AI") safety features that allow for
greater performance and manufacturing efficiencies than today's
all-solid-state Li-Metal batteries. SES entered into its joint
development agreement with Hyundai and Kia in May 2021 to develop "A-Sample" Li-Metal batteries
for Hyundai's EVs. This followed the March
2021 announcing of a joint development agreement with
General Motors, a supporter of SES since 2015, to deliver a
high-performance "A-Sample" Li-Metal EV battery at a new
pre-production manufacturing facility in the Boston, Massachusetts area.
"We are excited to announce our partnership with Ivanhoe and Robert Friedland, both to debut as a
public company and to build a long-term sustainable battery
ecosystem for the auto industry," said Dr. Qichao Hu, SES Founder and CEO. "SES's Li-Metal
battery performance has been verified by two independent
third-party testing facilities, and multiple automakers. Our
battery performance is industry-leading under the full range of
automotive operating environment and temperature, and is capable of
delivering energy density of 400 Wh/kg with fast charge capability
up to 80% in less than 15 minutes while meeting cycle life and
safety requirements for electric vehicles. Our partnerships with
world-class automakers like General Motors, Hyundai and Kia will
further accelerate the commercialization of our technology, and
position our company to emerge as the leading Li-Metal battery
supplier to more global automakers starting in 2025," added Dr.
Hu.
"We are pleased to partner with SES, and have been extremely
impressed by its talented team and its superior technical, academic
and manufacturing expertise," said Robert
Friedland, Ivanhoe's Founder, Chairman and Chief Executive
Officer. "As part of our diligence, we retained several of the
world's leading battery advisors to assess SES's approach to
Li-Metal batteries as well as commissioning independent third-party
testing of the performance of its technology. As a result of our
review, we concluded that SES's approach to Li-Metal batteries has
led to it being the most competitive industry player today when
measured by performance. This, together with its overall economics
and wide-scale commercialization plan with key automakers, means
that SES is the only next generation battery technology company
that will be successful in commercializing its batteries by the
middle of the decade. It provides an incredibly attractive
opportunity for the industry and our stakeholders to play a key
role in the generation defining electrification revolution now
underway."
Transaction Summary
The business combination values
the combined company at an implied $3.6
billion pro forma equity value, inclusive of a $300 million earn-out, at a $10.00 per share price and assuming no
redemptions by Ivanhoe's public shareholders and excluding certain
sponsor shares that are subject to stock price-based vesting. The
combined company is expected to receive up to $476 million of gross proceeds from a combination
of a fully committed common stock PIPE (private investment in
public equity) offering of $200
million at $10.00 per share,
along with the approximately $276
million cash held in Ivanhoe's trust account assuming no
redemptions by Ivanhoe's public shareholders.
All existing SES equity holders will roll all their equity
holdings into the combined company. The boards of directors of both
SES and Ivanhoe have unanimously approved the proposed business
combination, which is expected to be completed in the third or
fourth quarter of 2021 subject to, among other things, the approval
by Ivanhoe's shareholders and the satisfaction or waiver of other
customary closing conditions. Investors in the PIPE transaction
include Koch Strategic Platforms, Hyundai Motor Company, Geely
Holding Group, Kia Corporation, General Motors, LG Technology
Ventures, Vertex Ventures, Foxconn, SAIC Motor, Fidelity
Investments Canada ULC (certain funds), and Franklin Templeton.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Ivanhoe today with the United States Securities and
Exchange Commission and available at www.sec.gov as well
as online at www.launch.ses.ai/investors/.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor, and White & Case LLP is serving as legal advisor to
SES. Morgan Stanley & Co. LLC is serving as sole placement
agent on the PIPE offering and as exclusive financial advisor to
Ivanhoe, and Kirkland & Ellis LLP is serving as legal advisor
to Ivanhoe. ICR, LLC is serving as communications advisor for
SES.
Webcast and Conference Call Information
SES and
Ivanhoe will host a joint investor conference call to discuss the
proposed transaction today, July 13,
2021, at 8:30 AM ET. To listen
to the conference call via telephone dial 877-451-6152 (U.S.) and
201-389-0879 (international callers/U.S. toll) and enter the
conference ID number 13720990. To listen to the webcast, please
click here. A telephone replay will be available until July 20, 2021 and can be accessed by dialing
844-512-2921 (domestic toll-free number) or 412-317-6671
(international) and providing the pin number: 13720990.
About Ivanhoe Capital Acquisition Corp.
Ivanhoe
Capital Acquisition Corp. (NYSE: IVAN) is a special purpose
acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Ivanhoe was formed to seek a target in industries related to the
paradigm shift away from fossil fuels towards the electrification
of industry and society.
About SES
SES is the world leader in development and
manufacturing of high-performance Li-Metal batteries for automotive
and transportation applications. Founded in 2012, SES is an
integrated Li-Metal battery manufacturer with strong capabilities
in material, cell, module, AI-powered safety algorithms, and
recycling. Formerly known as SolidEnergy Systems, SES is
headquartered in Singapore and has
operations in Boston, Shanghai and Seoul.
Information contacts
For investor and media inquiries,
please contact: info@ivanhoecapitalacquisition.com.
Forward-looking statements
All statements other than
statements of historical facts contained in this press release are
"forward-looking statements." Forward-looking statements can
generally be identified by the use of words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "project," "forecast,"
"predict," "potential," "seem," "seek," "future," "outlook,"
"target" and other similar expressions that predict or indicate
future events or events or trends that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the development and
commercialization of SES's products, the amount of capital and
other benefits to be provided by the transaction, estimates and
forecasts of other financial and performance metrics, and
projections of market opportunity and market share. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of SES's and Ivanhoe'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 SES and Ivanhoe. 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 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 business
combination or that the approval of the shareholders of SES or
Ivanhoe is not obtained; the failure to realize the anticipated
benefits of the business combination; risks relating to the
uncertainty of the projected financial information with respect to
SES; risks related to the development and commercialization of
SES's battery technology and the timing and achievement of expected
business milestones; the effects of competition on SES's business;
the risk that the business combination disrupts current plans and
operations of Ivanhoe and SES as a result of the announcement and
consummation of the business combination; the ability to recognize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and retain its management and key
employees; risks relating SES's history of no revenues and net
losses; the risk that SES's joint development agreements and other
strategic alliances could be unsuccessful; risks relating to delays
in the design, manufacture, regulatory approval and launch of SES's
battery cells; the risk that SES may not establish supply
relationships for necessary components or pay components that are
more expensive than anticipated; risks relating to competition and
rapid change in the electric vehicle battery market; safety risks
posed by certain components of SES's batteries; risks relating to
machinery used in the production of SES's batteries; risks relating
to the willingness of commercial vehicle and specialty vehicle
operators and consumers to adopt electric vehicles; risks relating
to SES's intellectual property portfolio; the amount of redemption
requests made by Ivanhoe's public shareholders; the ability of
Ivanhoe or the combined company to issue equity or equity-linked
securities or obtain debt financing in connection with the business
combination or in the future and those factors discussed in
Ivanhoe's annual report on Form 10-K, filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 31, 2021, under the heading "Risk Factors,"
and other documents of Ivanhoe filed, or to be filed, with the SEC
relating to the business combination. If any of these risks
materialize or Ivanhoe's or SES's assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Ivanhoe nor SES presently know or that Ivanhoe and SES
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
Ivanhoe's and SES's expectations, plans or forecasts of future
events and views only as of the date of this press release. Ivanhoe
and SES anticipate that subsequent events and developments will
cause Ivanhoe's and SES's assessments to change. However, while
Ivanhoe and SES may elect to update these forward-looking
statements at some point in the future, Ivanhoe and SES
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Ivanhoe's and SES'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
This press release relates to
the proposed business combination between Ivanhoe and SES. This
press release does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Ivanhoe intends to file a Registration Statement on
Form S-4 with the SEC, which will include a document that serves as
a joint prospectus and proxy statement, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all Ivanhoe shareholders. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom. Ivanhoe will also file other documents regarding the
proposed business combination with the SEC. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IVANHOE ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS
COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Ivanhoe through the website
maintained by the SEC at www.sec.gov. The documents filed by
Ivanhoe with the SEC also may be obtained free of charge upon
written request to Ivanhoe Capital Acquisition Corp., 1177 Avenue
of the Americas, 5th Floor, New York, New
York 10036.
Participants in the Solicitation
Ivanhoe, SES and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from Ivanhoe's
shareholders in connection with the proposed business combination.
You can find information about Ivanhoe's directors and executive
officers and their interest in Ivanhoe can be found in Ivanhoe's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC
on March 31, 2021. A list of the
names of the directors, executive officers, other members of
management and employees of Ivanhoe and SES, as well as information
regarding their interests in the business combination, will be
contained in the Registration Statement on Form S-4 to be filed
with the SEC by Ivanhoe. Additional information regarding the
interests of such potential participants in the solicitation
process may also be included in other relevant documents when they
are filed with the SEC. You may obtain free copies of these
documents from the sources indicated above.
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SOURCE Ivanhoe Capital Acquisition Corp.