- Extraordinary general meeting of Alussa Energy shareholders
(the “Special Meeting”) to approve the proposed business
combination with FREYR AS expected to be held on June 30, 2021
- Record date for the special meeting is April 30, 2021
- Alussa Energy shareholders as of April 30, 2021 voting by proxy
should submit their vote by June 28, 2021. For more information
regarding how to vote, please visit
https://www.cstproxy.com/alussaenergy/2021
- Upon closing of the business combination, the ordinary shares
and warrants of the combined company will be listed on the New York
Stock Exchange under the ticker symbols “FREY” and “FREY.WS”,
respectively
- Alussa Energy and FREYR will jointly host a Capital Markets
Update webcast on June 22, 2021
Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS)
announced today that the U.S. Securities and Exchange Commission
(“SEC”) has declared effective the registration statement on Form
S-4 of FREYR Battery (as amended, the “Registration Statement”),
which has been amended by a definitive proxy statement/prospectus
in connection with Alussa Energy’s Extraordinary General Meeting of
Alussa Energy shareholders (the “Special Meeting”) to consider
matters related to the previously announced proposed business
combination with FREYR AS (“FREYR”). Additionally, Alussa Energy
today announced that it has set a meeting date of June 30, 2021 for
the Special Meeting and a record date of April 30, 2021 (the
“Record Date”), as disclosed in the Registration Statement.
“We are excited to deliver our transaction to the final stages
of the business combination process. Approval from Alussa Energy’s
shareholders will enable FREYR to deliver on its ambition of
providing some of the world’s cleanest and most cost-effective
batteries as a New York Stock Exchange-listed company,” said Daniel
Barcelo, CEO, President and Director of Alussa Energy. “The Alussa
Energy team remained true to its mission to facilitate the
accelerating energy transition movement by partnering with FREYR to
build a company focused on sustainability and decarbonization of
transportation and energy systems around the globe. We thank our
shareholders, investors in the private investment in public equity
offering and other stakeholders for their strong commitment and
support throughout our entire transaction process.”
Tom Einar Jensen, Co-Founder and CEO of FREYR, added, “The
capital to be delivered in the business combination with Alussa
Energy will catalyze FREYR’s plan to deliver 43 GWh of
next-generation battery cell manufacturing capacity in Norway by
2025 and galvanize the rapidly developing battery ecosystem
throughout the Nordic region. Since announcing the proposed
business combination in January 2021, the interest for our planned
clean, low-cost battery cells continues to accelerate. In the
future, we look forward to announcing collaborations with offtake
customers across transportation and energy storage market segments,
global supply chain partners and other entities dedicated to
providing battery electrification solutions at scale. FREYR is
uniquely positioned to combine next-generation battery technology
with a localized supply chain that leverages Norway’s distinctive
advantages to realize our ambition to produce some of the world’s
cleanest and most cost-effective batteries.”
Alussa Energy Shareholder Vote
Alussa Energy’s shareholders of record at the close of business
on the Record Date are entitled to receive notice of the Special
Meeting and to vote their Alussa ordinary shares at the Special
Meeting. The meeting will be a completely virtual meeting of
shareholders and will be conducted via live webcast. In connection
with the Special Meeting, Alussa Energy shareholders that wish to
exercise their redemption rights must do so no later than 5:00 p.m.
Eastern Time on June 28, 2021 (two (2) business days prior to the
Alussa Special Meeting) by following the procedures as specified in
the definitive proxy statement/prospectus for the Special Meeting.
There is no requirement that shareholders affirmatively vote for or
against the business combination at the Special Meeting in order to
redeem their shares for cash.
As announced previously, the business combination is to be
effected through a newly created holding company, FREYR Battery
(“Pubco”). Alussa Energy will become a wholly-owned subsidiary of
Pubco, and the legacy business of FREYR (other than FREYR’s wind
business) will be operated by a wholly-owned subsidiary of Pubco
upon the consummation of the transaction. FREYR Battery’s ordinary
shares and warrants are expected to be traded on the New York Stock
Exchange under the new symbols “FREY” and “FREY.WS”, respectively.
At the closing of the business combination, each Alussa Energy unit
will separate into its components consisting of one Alussa Energy
ordinary share and one-half of one warrant and, as a result, will
no longer trade as a separate security.
The Record Date determines the holders of Alussa Energy’s
ordinary shares entitled to receive notice of and to vote at the
Special Meeting, and at any adjournment or postponement thereof,
whereby shareholders will be asked to approve and adopt the
business combination, and such other proposals as disclosed in the
definitive proxy statement included in the Registration Statement.
If the business combination and other proposals are approved by
Alussa Energy shareholders, Alussa Energy anticipates closing the
business combination shortly after the Special Meeting, subject to
the satisfaction or waiver (as applicable) of all other closing
conditions.
The Special Meeting will take place at 10:00 a.m., Eastern Time,
on June 30, 2021 via a virtual meeting at the following address:
https://www.cstproxy.com/alussaenergy/2021. Investors who hold
Alussa Energy’s ordinary shares in “street name” or in a margin or
similar account, which means that the shares are held of record by
a broker, bank or nominee, should contact their broker, bank or
nominee to ensure that votes related to the shares they
beneficially own are properly counted. In this regard, they must
instruct their broker, bank or other nominee how to vote the shares
they beneficially own in accordance with the voting instruction
form they receive from their broker, bank or other nominee. If they
wish to virtually attend the Special Meeting and vote, they must
contact their broker, bank or other nominee to obtain a legal proxy
and instructions on the procedures to be followed. Beneficial
investors who own their investments through a bank or broker and
wish to attend the meeting will need to contact Continental Stock
Transfer & Trust Company to receive a control number at least
72 hours before the Alussa Special Meeting. Alussa Energy
recommends that its shareholders wishing to vote at the Special
Meeting log in at least 15 minutes before the Special Meeting start
time. Please note that Alussa Energy shareholders will not be able
to attend the Special Meeting in person. Alussa Energy encourages
its shareholders entitled to vote at the Special Meeting to vote
their shares via proxy in advance of the Special Meeting by
following the instructions on the proxy card.
A list of Alussa Energy shareholders entitled to vote at the
Special Meeting will be open to the examination of any Alussa
Energy shareholder at Continental Stock Transfer & Trust
Company’s offices, for any purpose germane to the Special Meeting,
during regular business hours for a period of ten calendar days
before the Special Meeting.
Alussa Energy/FREYR Capital Markets Update Webcast
Alussa Energy and FREYR will jointly host a virtual Capital
Markets Update at 10:00 a.m. Eastern Time on June 22, 2021 to
discuss items related to the business combination and provide an
update on business activities at FREYR. In addition, the webcast
will feature Jarand Rystad, CEO of Rystad Energy, who will provide
the firm’s macro outlook for global energy transition trends and
the battery industry. Alussa Energy and FREYR will provide
registration information for the event in a subsequent press
release ahead of the webcast.
About Alussa Energy Acquisition Corp.
Alussa Energy is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. While Alussa Energy may pursue an acquisition
opportunity in any industry or sector, Alussa Energy intends to
focus on businesses across the entire global energy supply chain.
For more information, please visit www.alussaenergy.com.
About FREYR AS
FREYR plans to develop up to 43 GWh of battery cell production
capacity by 2025 to position the company as one of Europe’s largest
battery cell suppliers. The facilities will be located in the Mo i
Rana industrial complex in Northern Norway, leveraging Norway’s
highly skilled workforce and abundant, low-cost renewable energy
sources from hydro and wind in a crisp, clear and energized
environment. FREYR will supply safe, high energy density and cost
competitive clean battery cells to the rapidly growing global
markets for electric vehicles, energy storage, and marine
applications. FREYR is committed to supporting cluster-based
R&D initiatives and the development of an international
ecosystem of scientific, commercial, and financial stakeholders to
support the expansion of the battery value chain in our region. For
more information, please visit www.freyrbattery.com.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Alussa Energy and FREYR and their respective
affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Alussa
Energy’s, Pubco’s and FREYR’s actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations with respect
to the shareholder approval of the business combination, the
listing of Pubco’s common stock and warrants on the New York Stock
Exchange, the production of clean and cost-effective batteries, the
plan to deliver 43 GWh of next-generation battery cell
manufacturing capacity in Norway by 2025, collaborations with
customers and global supply chain partners across the
transportation and energy storage sectors, the ability to leverage
the Nordic region’s developing battery ecosystem and the closing of
the business combination shortly after the Special Meeting. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of Alussa Energy, Pubco or FREYR and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: the inability to consummate the transaction due to
failure to obtain approval of the shareholders of Alussa Energy;
the inability to obtain the listing of Pubco’s common stock and
warrants on the New York Stock Exchange following the transaction;
the failure of capital to be delivered in the business combination;
the risk that the transaction disrupts current plans and operations
as a result of the announcement and consummation of the
transaction; the inability to recognize anticipated benefits of the
proposed business combination; the possibility that Alussa Energy,
Pubco or FREYR may be adversely affected by other economic,
business, and/or competitive conditions that might lead to, among
other things, a failure to develop clean and cost-effective
batteries, deliver on the targeted battery cell manufacturing
capacity, leverage Norway’s perceived advantages in battery
production and build collaborations with customers in the
transportation and energy markets; and other risks and
uncertainties identified in the registration/proxy statement
relating to the transaction, including those under “Risk Factors”
therein, and in other filings with the SEC made by Alussa Energy,
Pubco and FREYR. Alussa Energy, Pubco and FREYR caution that the
foregoing list of factors is not exclusive, and caution readers not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. None of Alussa Energy, Pubco or
FREYR undertakes or accepts any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, subject to applicable law.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. 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.
No Assurances
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits of combining the companies
will be realized.
Information Sources; No Representations
This press release has been prepared for use by Alussa Energy,
Pubco and FREYR in connection with the transaction. The information
herein does not purport to be all-inclusive. The information herein
is derived from various internal and external sources, with all
information relating to the business, past performance, results of
operations and financial condition of Alussa Energy was derived
entirely from Alussa Energy and all information relating to the
business, past performance, results of operations and financial
condition of FREYR and Pubco was derived entirely from FREYR. No
representation is made as to the reasonableness of the assumptions
made with respect to the information herein, or to the accuracy or
completeness of any projections or modeling or any other
information contained herein. Any data on past performance or
modeling contained herein is not an indication as to future
performance.
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent permitted
by law in no circumstances will Alussa Energy, Pubco or FREYR, or
any of their respective subsidiaries, affiliates, shareholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
press release, its contents (including without limitation any
projections or models), any omissions, reliance on information
contained within it, or on opinions communicated in relation
thereto or otherwise arising in connection therewith, which
information relating in any way to the operations of FREYR or Pubco
has been derived, directly or indirectly, exclusively from FREYR
and has not been independently verified by Alussa Energy. Neither
the independent auditors of Alussa Energy nor the independent
auditors of FREYR or Pubco audited, reviewed, compiled or performed
any procedures with respect to any projections or models for the
purpose of their inclusion in this press release and, accordingly,
neither of them expressed any opinion or provided any other form of
assurances with respect thereto for the purposes of this press
release.
Important Information about the Transaction and Where to Find
It
In connection with the transaction, Alussa Energy and Pubco have
filed and will file relevant materials with the SEC, including a
Form S-4 registration statement filed by Pubco on March 26, 2021
and amended on May 7, May 27, and June 9, 2021 (the “S-4”), which
includes a prospectus with respect to Pubco’s securities to be
issued in connection with the proposed business combination and a
proxy statement (the “Proxy Statement”) with respect to Alussa
Energy’s shareholder meeting at which Alussa Energy’s shareholders
will be asked to vote on the proposed business combination and
related matters. ALUSSA ENERGY SHAREHOLDERS AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ THE S-4 AND THE AMENDMENTS THERETO AND
OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ALUSSA ENERGY, PUBCO, FREYR AND THE TRANSACTION. The Proxy
Statement contained in the S-4 and other relevant materials for the
transaction are being mailed to shareholders of Alussa Energy as of
April 30, 2021. The preliminary S-4 and Proxy Statement, the final
S-4 and definitive Proxy Statement and other relevant materials in
connection with the transaction (when they become available), and
any other documents filed by Alussa Energy with the SEC, may be
obtained free of charge at the SEC’s website (www.sec.gov) or by
writing to Alussa Energy Acquisition Corp. at c/o PO Box 500, 71
Fort Street, Grand Cayman KY1-1106, Cayman Islands.
Participants in Solicitation
Alussa Energy, Pubco and FREYR and their respective directors,
executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of
Alussa Energy ordinary shares in respect of the proposed
transaction. Alussa Energy shareholders and other interested
persons may obtain more detailed information regarding the names
and interests in the transaction of Alussa Energy’s directors and
officers in Alussa Energy’s and Pubco’s filings with the SEC,
including when filed, the S-4 and the Proxy Statement. These
documents can be obtained free of charge from the sources indicated
above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210614005792/en/
For investor inquiries, please contact: For Alussa
Energy: Chi Chow Investor Relations cchow@alussaenergy.com Tel:
(+1) 929-303-6514
For FREYR: Steffen Føried Chief Financial Officer
steffen.foreid@freyrbattery.com (+47) 975 57 406
Harald Bjørland Investor Relations
Harald.bjorland@freyrbattery.com (+47) 908 58 221
For media inquiries, please contact: For Alussa
Energy: Emma Wolfe alussa@kitehillpr.com
For FREYR: Hilde B. Rønningsen Director of Communications
Phone: +47 4539 7184 hilde.ronningsen@freyrbattery.com
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