- IVAN shareholders expected to approve business combination at
Extraordinary General Meeting to be held on February 1, 2022
- Transaction is anticipated to close on February 3, 2022
providing more than $480 million of cash (less fees and expenses)
expected on the balance sheet of the combined company
SES Holdings Pte. Ltd. (SES), a global leader in the development
and production of high-performance hybrid lithium-metal (Li-Metal)
rechargeable batteries for electric vehicles (EVs) and other
applications, announced today that it expects to close its
previously announced business combination with Ivanhoe Capital
Acquisition Corp. (NYSE: IVAN) (“Ivanhoe”), a publicly traded
special purpose acquisition company. The closing of the business
combination will follow an Extraordinary General Meeting of Ivanhoe
shareholders to be held on February 1, 2022. Proxies received to
date indicate shareholder support for all proposals to be voted on
at the Extraordinary General Meeting.
The transaction is anticipated to close on February 3, 2022
providing more than $480 million of cash (less fees and expenses)
expected on the balance sheet of the combined company.
The investor group for the $275 million common stock PIPE
offering includes multiple industry leading OEM’s and strategic
partners, along with premier financial investors. The PIPE
investors include: Honda Motor Co. Ltd., General Motors, Hyundai
Motor Company, Geely Holding Group, Kia Corporation, SAIC Motor,
Koch Strategic Platforms, LG Technology Ventures, Foxconn, Vertex
Ventures, Fidelity Investments Canada ULC (certain funds), and
Franklin Templeton. SES investors also include SK Inc., Temasek,
Tianqi Lithium, and Applied Materials.
About SES
SES is a global leader in development and production of
high-performance Li-Metal rechargeable batteries for electric
vehicles (EVs) and other 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 Boston and has operations in Singapore, Shanghai,
and Seoul. To learn more about SES, please visit:
ses.ai/investors/
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. To learn more about
Ivanhoe, please visit: 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 business
combination and the related PIPE financing, the timing of the
business combination, the Extraordinary General Meeting of
Ivanhoe’s shareholders and the Special Meeting of Ivanhoe’s warrant
holders, statements regarding the development and commercialization
of SES’s products, including in connection with Joint Development
Agreements, the amount of capital and other benefits to be provided
by the business combination and the related PIPE financing,
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 (including as a result of changes or
revocations of proxies by shareholders prior to or at the
Extraordinary General Meeting); 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 SEC on March
31, 2021 and in Ivanhoe’s proxy statement/prospectus relating to
the proposed business combination, filed with the SEC on January 7,
2022, including those under “Risk Factors” therein, 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 has
filed a definitive proxy statement and a form of proxy card with
the SEC in connection with the solicitation of proxies for the
Extraordinary General Meeting of Ivanhoe's shareholders (the
“Definitive Proxy Statement”). The Definitive Proxy Statement has
been 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, 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 DEFINITIVE PROXY
STATEMENT 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 are able to obtain free copies of
the registration statement, the Definitive Proxy Statement 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 the Definitive Proxy Statement and 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, are contained in the
Definitive Proxy Statement, and any changes will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220131005858/en/
Media: Irene Lam ilam@ses.ai Investors: SESIR@icrinc.com
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