- Extraordinary General Meeting of Peridot’s shareholders to
approve the proposed business combination with Li-Cycle to be held
on August 5, 2021.
- Peridot’s shareholders as of May 27, 2021 are encouraged to
submit their votes promptly. Shareholders with questions on how to
vote should contact Morrow Sodali LLC at
PDAC.info@investor.morrowsodali.com.
Peridot Acquisition Corp. (“Peridot”) (NYSE: PDAC) announced
today that the U.S. Securities and Exchange Commission (the “SEC”)
has declared effective the Registration Statement on Form F-4 (as
amended, the “Registration Statement”), filed by Li-Cycle Holdings
Corp. (“Newco”) in connection with the previously announced
proposed business combination between Peridot and Li-Cycle Corp.
(“Li-Cycle”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210715006061/en/
An extraordinary general meeting of Peridot shareholders to
approve, among other things, the proposed business combination will
be held in virtual format and physically at 2229 San Felipe Street,
Suite 1450, Houston, Texas 77019 on August 5, 2021 at 9:00 a.m.
Central Time (10:00 a.m. Eastern Time). Peridot strongly recommends
that shareholders attend the meeting virtually. In order to attend
the meeting virtually, shareholders must pre-register at
https://www.cstproxy.com/peridotspac/sm2021. Peridot has filed with
the SEC a definitive proxy statement/prospectus relating to the
extraordinary general meeting and expects to commence mailing to
its shareholders of record as of the close of business on May 27,
2021 (the “Record Date”) on or about July 15, 2021.
“We are thrilled to reach this milestone in the transaction
process, and with the approval from Peridot shareholders, look
forward to completing the proposed business combination with
Li-Cycle as the company scales its technology and transforms the
lithium-ion battery supply chain,” said Alan Levande, Chairman and
Chief Executive Officer of Peridot.
Ajay Kochhar, Co-Founder and Chief Executive Officer of
Li-Cycle, added, “Our mission is to solve the global battery
manufacturing scrap and end-of-life battery problem and
simultaneously create a secondary supply of critical battery
metals, while also ensuring a sustainable future for our planet. We
have made significant commercial progress since announcing the
transaction with Peridot: we partnered with Ultium, LLC, a joint
venture of General Motors and LG Energy Solutions, to recycle up to
100% of the scrap generated by battery cell manufacturing at
Ultium’s Lordstown, Ohio megafactory; we announced our next Spoke
facility in the Phoenix, Arizona area, which when complete will be
capable of processing up to 10,000 tonnes of end-of-life batteries
and battery manufacturing scrap per year; and we further bolstered
our technological moat, with the USPTO granting us two utility
patents. The completion of the business combination with Peridot
will enable Li-Cycle to capitalize on significant growth
opportunities, expand globally, and continue to advance our
patented Spoke & Hub Technologies™.”
Peridot Shareholder Vote
Shareholders who own shares of Peridot as of the Record Date
should submit their vote promptly and no later than 11:59 p.m.
Eastern Time on August 4, 2021. Peridot shareholders who need
assistance in completing the proxy card, need additional copies of
the proxy materials, or have questions regarding the extraordinary
general meeting may contact Peridot’s proxy solicitor, Morrow
Sodali LLC, by telephone toll-free at (800) 662-5200 or (203)
658-9400 or by email at PDAC.info@investor.morrowsodali.com.
The proxy statement/prospectus is also available online at
http://www.cstproxy.com/peridotspac/sm2021, as well as www.sec.gov.
Peridot shareholders are encouraged to read the definitive proxy
statement/prospectus as it contains important information about the
proposed transaction and the proposals to be voted on at the
extraordinary general meeting. The proposed business combination is
expected to close on or about August 10, 2021, subject to receipt
of Peridot shareholder approval and satisfaction of other customary
closing conditions identified in the business combination
agreement.
Following completion of the proposed business combination,
Li-Cycle will retain its experienced management team. Ajay Kochhar
will continue to serve as Co-Founder and CEO and Tim Johnston will
continue to serve as Co-Founder and Executive Chairman. Alan
Levande, Chairman and CEO of Peridot, and Scott Prochazka, Peridot
director and former President and CEO of CenterPoint Energy, will
join Ajay Kochhar, Tim Johnston, Mark Wellings, Rick Findlay and
Anthony Tse on Li-Cycle’s board of directors.
ABOUT LI-CYCLE CORP.
Li-Cycle is on a mission to leverage its innovative Spoke &
Hub Technologies™ to provide a customer-centric, end-of-life
solution for lithium-ion batteries, while creating a secondary
supply of critical battery materials. Lithium-ion rechargeable
batteries are increasingly powering our world in automotive, energy
storage, consumer electronics, and other industrial and household
applications. The world needs improved technology and supply chain
innovations to better manage battery manufacturing waste and
end-of-life batteries and to meet the rapidly growing demand for
critical and scarce battery-grade raw materials through a
closed-loop solution. For more information, visit
https://li-cycle.com/.
ABOUT PERIDOT ACQUISITION CORP.
Peridot is a blank check company formed for the purpose of
entering into a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Peridot’s sponsor is an affiliate of Carnelian
Energy Capital Management, L.P., an investment firm that focuses on
opportunities in the North American energy space in partnership
with best-in-class management teams. For more information, please
visit https://peridotspac.com/.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination involving
Li-Cycle and Peridot (the “Proposed Transaction”), Li-Cycle
Holdings Corp. (“Newco”) has prepared and filed with the SEC a
registration statement on Form F-4 that includes both a definitive
prospectus of Newco and a definitive proxy statement of Peridot
(the “Proxy Statement/Prospectus”). Peridot has mailed the Proxy
Statement/Prospectus to its shareholders on or about July 15, 2021.
This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents Peridot or Newco has filed or may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY PERIDOT OR NEWCO
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by
Peridot or Newco through the website maintained by the SEC at
www.sec.gov.
Investors and securityholders will also be able to obtain free
copies of the documents filed by Peridot and/or Newco with the SEC
on Peridot’s website at www.peridotspac.com or by emailing
investors@li-cycle.com.
PARTICIPANTS IN THE SOLICITATION
Li-Cycle, Peridot, Newco, and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, are set forth in the
Proxy Statement/Prospectus. Information regarding the directors and
executive officers of Peridot is contained in Peridot’s Annual
Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC on March 26, 2021 and certain of its Current Reports
filed on Form 8-K. These documents can be obtained free of charge
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 of Peridot or Newco
or a solicitation of any vote or approval. No offer 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.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this communication may be
considered forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21 of the
Securities Exchange Act of 1934, as amended, including statements
regarding the proposed transaction involving Li-Cycle and Peridot
and the ability to consummate the proposed transaction.
Forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “may,” “will,” “should,”
“would,” “expect,” “anticipate,” “plan,” “likely”, “believe,”
“estimate,” “project,” “intend,” and other similar expressions
among others. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (i) the risk that the conditions to
the closing of the proposed transaction are not satisfied,
including the failure to timely or at all obtain shareholder
approval for the proposed transaction or the failure to timely or
at all obtain any required regulatory clearances, including under
the Hart-Scott Rodino Antitrust Improvements Act; (ii)
uncertainties as to the timing of the consummation of the proposed
transaction and the ability of each of Li-Cycle and Peridot to
consummate the proposed transaction; (iii) the possibility that
other anticipated benefits of the proposed transaction will not be
realized, and the anticipated tax treatment of the combination;
(iv) the occurrence of any event that could give rise to
termination of the proposed transaction; (v) the risk that
stockholder litigation in connection with the proposed transaction
or other settlements or investigations may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification and liability; (vi) changes in
general economic and/or industry specific conditions; (vii)
possible disruptions from the proposed transaction that could harm
Li-Cycle’s business; (viii) the ability of Li-Cycle to retain,
attract and hire key personnel; (ix) potential adverse reactions or
changes to relationships with customers, employees, suppliers or
other parties resulting from the announcement or completion of the
proposed transaction; (x) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the proposed transaction that could affect Li-Cycle’s financial
performance; (xi) legislative, regulatory and economic
developments; (xii) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism, outbreak
of war or hostilities and any epidemic, pandemic or disease
outbreak (including COVID-19), as well as management’s response to
any of the aforementioned factors; and (xiii) other risk factors as
detailed from time to time in Peridot’s reports filed with the SEC,
including Peridot’s annual report on Form 10-K, periodic quarterly
reports on Form 10-Q, periodic current reports on Form 8-K and
other documents filed with the SEC. The foregoing list of important
factors is not exclusive. Neither Li-Cycle nor Peridot can give any
assurance that the conditions to the proposed transaction will be
satisfied. Except as required by applicable law, neither Li-Cycle
nor Peridot undertakes any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
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Investor Relations: investors@li-cycle.com Press:
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