UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Tortoise Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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MEDIA CONTACT
Danielle South
danielle@redfancommunications.com
512-662-7078
Hyliion Announces
Andrew H. Card Jr. to Join Board
Former White
House Chief of Staff and Secretary of Transportation brings extensive logistics industry experience
Austin, TEXAS (July 30, 2020)—
Following its announced agreement to merge with Tortoise Acquisition Corp. (TortoiseCorp) (NYSE: SHLL), Hyliion Inc. (Hyliion),
a leader in electrified powertrain solutions for Class 8 commercial vehicles, today announced that Andrew (Andy) H. Card Jr. will
join the board of directors of the combined entity. Card’s appointment is subject to the approval of the shareholders of
TortoiseCorp.
As an independent board member, Card
will leverage his expertise in logistics, governmental affairs, compliance and operations to guide and inform Hyliion’s
long-term objectives to deliver the industry’s lowest total cost of ownership and emissions performance for fleets. Card’s
nomination to the combined entity’s board follows a respected career in public service as the former U.S. Secretary of Transportation
under President George H. W. Bush as well as the White House Chief of Staff under President George W. Bush.
“Every successful company starts
with a successful leader, and Hyliion has that in Thomas Healy,” Card said. “I have been continually impressed with
his strategic vision and character as well as his intentional approach to electrifying commercial trucking. I look forward to
working with Thomas and the Hyliion team to realize the company’s vision to spur meaningful and sustainable change in the
global trucking and logistics industry.”
Card is the former president and CEO
of the American Automobile Manufacturers Association, a trade association for U.S.-based automobile manufacturers, and previously
served as the vice president of government relations for General Motors. He is currently on the boards of directors for Union
Pacific Railroad, a position he has held since 2006, and Draganfly, an industry-leading manufacturer in the commercial drone industry.
“Andy is an esteemed, seasoned
executive hailing from some of the country’s most demanding and integral leadership roles,” said Thomas Healy, CEO
and founder of Hyliion. “His diverse professional career, combined with his passion for driving innovative change in global
logistics, make him an ideal fit for our growing leadership team. Fleets, brands and drivers need proven solutions now, and with
Andy’s—as well as our extended board’s—dynamic knowledge base, I’m confident our team will continue
to build the world’s leading electrified trucking technology.”
Upon the closing of Hyliion’s
business combination with TortoiseCorp and subject to shareholder approval, Card will join the other members of the combined entity’s
board: Thomas Healy, CEO of Hyliion; Vince Cubbage, managing director at Tortoise Capital Advisors and CEO and chairman of TortoiseCorp;
Stephen Pang, managing director and portfolio manager at Tortoise Capital Advisors and director of TortoiseCorp; Ed Olkkola, managing
director at Teakwood Capital; and Howard Jenkins, former chairman and CEO of Publix Super Markets.
For more information on Hyliion, visit
www.hyliion.com.
About Hyliion
Headquartered in Austin, Texas, Hyliion’s
mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of commercial transportation Class 8 vehicles by
being the leading provider of electrified powertrain solutions. Leveraging advanced software algorithms and data analytics capabilities,
Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their
existing fleet operations. It designs, develops and sells electrified powertrain solutions for Heavy Duty Class 8 trucks from
any of the leading commercial vehicle manufacturers, transforming the transportation industry’s environmental impact at
scale. For more information, visit www.hyliion.com.
Forward Looking Statements
The information in this press release
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this presentation, regarding Tortoise Acquisition Corp.’s proposed
acquisition of Hyliion, Tortoise Acquisition Corp.’s ability to consummate the transaction, the benefits of the transaction
and the combined company’s future financial performance, as well as the combined company’s strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this press release, the words “could,” “should,” “will,”
“may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s
current expectations and assumptions about future events and are based on currently available information as to the outcome and
timing of future events. Except as otherwise required by applicable law, Tortoise Acquisition Corp. and Hyliion disclaim any duty
to update any forward looking statements, all of which are expressly qualified by the statements in this section, to reflect events
or circumstances after the date of this press release. Tortoise Acquisition Corp. and Hyliion caution you that these forward-looking
statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond
the control of either Tortoise Acquisition Corp. or Hyliion. In addition, Tortoise Acquisition Corp. cautions you that the forward-looking
statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii)
the outcome of any legal proceedings that may be instituted against Tortoise Acquisition Corp. or Hyliion following announcement
of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders
of Tortoise Acquisition Corp., or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business
combination disrupts Tortoise Acquisition Corp.’s or Hyliion’s current plans and operations as a result of the announcement
of the transactions; (v) Hyliion’s ability to realize the anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of Hyliion to grow and manage growth profitably following the business
combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility
that Hyliion may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks
or uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results and plans could
different materially from those expressed in any forward-looking statements. Additional information concerning these and other
factors that may impact the operations and projections discussed herein can be found in Tortoise Acquisition Corp.’s periodic
filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the
fiscal year ended December 31, 2019. Tortoise Acquisition Corp.'s SEC filings are available publicly on the SEC’s website
at www.sec.gov.
Important
Information for Investors and Shareholders
In connection with the proposed business
combination, Tortoise Acquisition Corp. will file a proxy statement with the SEC. Additionally, Tortoise Acquisition Corp. will
file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge
at the SEC’s web site at www.sec.gov. Security holders of Tortoise Acquisition Corp. are urged to read the proxy statement
and the other relevant materials when they become available before making any voting decision with respect to the proposed business
combination because they will contain important information about the business combination and the parties to the business combination.
The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Tortoise Acquisition Corp. and its directors
and officers may be deemed participants in the solicitation of proxies of Tortoise Acquisition Corp.’s shareholders in connection
with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations
and interests of certain of Tortoise Acquisition Corp.’s executive officers and directors in the solicitation by reading
Tortoise Acquisition Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement
and other relevant materials filed with the SEC in connection with the business combination when they become available. Information
concerning the interests of Tortoise Acquisition Corp.’s participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination
when it becomes available.
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