Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation and energy infrastructure solutions, announced today that it commenced yesterday, through a wholly-owned subsidiary, an exchange offer (“the Offer”) to purchase all outstanding shares of common stock of Romeo Power, Inc. (NYSE: RMO). On August 1, 2022, Nikola and Romeo jointly announced they had entered into a definitive agreement for this all-stock transaction.
Under the terms of the agreement, Romeo stockholders will receive 0.1186 of a share of Nikola common stock for each Romeo share, representing an approximate 4.5% pro forma ownership of Nikola. The proposed exchange ratio represents an approximately 34% premium to Romeo’s July 29, 2022 closing share price.
Upon the successful completion of the Offer, a newly formed subsidiary of Nikola will be merged into Romeo, and any remaining shares of Romeo common stock that were not tendered in the exchange offer will be canceled and converted into the right to receive the same consideration as provided for in the exchange offer.
Nikola has filed with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, which includes a summary of the terms of the Offer. Nikola also has filed with the SEC a registration statement on Form S-4 which contains, among other things, a preliminary prospectus/offer to exchange and provides the terms of the Offer. Additionally, Romeo has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Romeo Board of Directors that its stockholders accept the Offer and tender their shares.
The Offer will expire at midnight, Eastern Time, at the end of September 26, 2022, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The transaction is expected to be completed during the fourth quarter of 2022, subject to the tender by Romeo’s stockholders of shares representing a majority of the outstanding Romeo common stock, and customary closing conditions, including regulatory approval.
Alliance Advisors is acting as Information Agent for the Offer and Continental Stock Transfer & Trust Company is acting as Exchange Agent in the Offer. Requests for documents and questions regarding the Offer may be directed to Alliance Advisors by telephone at (855) 643-7453 (Romeo stockholders call toll-free) or (973) 873-7700 (bankers and brokers call collect) or by email at nkla@allianceadvisors.com.
