Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomicile of FREYR Battery from Luxembourg to the U.S.
11 Dicembre 2023 - 12:00PM
Business Wire
FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a
developer of clean, next-generation battery cell production
capacity, has announced that two leading independent proxy advisory
firms, Glass Lewis and Institutional Shareholder Services (“ISS”),
recommend that shareholders for “FOR” proposals related to the
previously announced process to redomicile from Luxembourg to
Delaware in the United States.
FREYR will be holding an extraordinary general meeting of
shareholders on December 15, 2023 (the
“EGM”), in connection with the redomicile process and proxy
materials have been mailed to the Company’s shareholders of record
as of the record date of October 25, 2023.
More information about the redomicile, EGM, and associated
filings from FREYR’s wholly-owned subsidiary, FREYR Battery, Inc.,
a Delaware corporation (“FREYR Delaware”), is available on the home
page and investor relations sections of FREYR’s website at
www.freyrbattery.com. Additionally, shareholders as of the record
date are welcome to contact FREYR’s proxy solicitation firm, Okapi
Partners, using the following contact information:
Okapi Partners LLC 1212
Avenue of the Americas, 17th Floor New
York, NY 10036 (212) 297-0720
Toll-Free: (888) 785-6709
info@okapipartners.com
Also as previously announced, and after considering various
factors, FREYR’s board of directors believes that redomiciling to
the United States will enhance shareholder value over the long-term
by providing potential strategic opportunities and benefits,
including:
- Simplifying FREYR’s corporate structure and streamlining
reporting requirements, which will (i) facilitate efforts incurred
by FREYR to assess, implement and remain compliant with multiple
regulatory and reporting requirements for FREYR on a consolidated
basis, and (ii) provide opportunities for FREYR to improve
operational efficiencies and financial flexibility in the corporate
treasury, cash management, risk management and tax functions;
- Enhancing FREYR’s eligibility for inclusion in equity indexes
and trigger associated benchmarking from actively managed funds,
thereby delivering a significant uplift in fund flows to its
ordinary shares;
- Benefiting from well-established principles of corporate
governance under Delaware law, which are more closely aligned with
the New York Stock Exchange listing standards and the U.S.
Securities and Exchange Commission (“SEC”) governance requirements;
and
- Positioning FREYR to better respond to global tax developments
and U.S. incentive programs for battery manufacturers, considering
recent changes in U.S. tax laws and federal incentive
programs.
Pending a successful shareholder vote, which requires a quorum
of 50% of FREYR’s shares outstanding and two-thirds of quorum
shares voting “FOR” the proposals, closing of the planned
redomicile to the United States is expected to be completed by
December 31, 2023.
About FREYR Battery
FREYR Battery is a developer of clean, next-generation battery
cell production capacity. The company’s mission is to accelerate
the decarbonization of global energy and transportation systems by
producing clean, cost-competitive batteries. FREYR seeks to serve
the primary markets of energy storage systems (“ESS”) and
commercial mobility, and the company maintains an ambition to serve
the passenger electric vehicles market (“EV”). FREYR’s Customer
Qualification Plant (“CQP”) for technology development is in
service in Mo I Rana, Norway, and the company is commencing
development of the Giga America battery manufacturing project in
Coweta County, Georgia, in the U.S. To learn more about FREYR,
please visit www.freyrbattery.com.
Cautionary Statement Concerning Forward-Looking
Statements
All statements, other than statements of present or historical
fact included in this press release, including the success of the
shareholder vote, the expected completion of the redomicile and the
potential strategic opportunities and benefits of the redomicile
are forward looking statements.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside FREYR’s control and are difficult to predict. Additional
information about factors that could materially affect FREYR is set
forth under the “Risk Factors” section in (i) FREYR’s Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission (the “SEC”) on September 1, 2022, (ii) FREYR Battery,
Inc.’s Registration Statement on Form S-4 filed with the SEC on
September 8, 2023 and subsequent amendments thereto filed on
October 13, 2023, October 19, 2023, and October 31, 2023, (iii)
FREYR’s Annual Report on Form 10-K filed with the SEC on February
27, 2023, and (iv) FREYR’s Quarterly Reports on Form 10-Q filed
with the SEC on May 15, 2023, August 10, 2023 and November 9, 2023
and available on the SEC’s website at www.sec.gov. Except as
otherwise required by applicable law, FREYR disclaims 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 presentation. Should
underlying assumptions prove incorrect, actual results and
projections could differ materially from those expressed in any
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231211168214/en/
Investor contact: Jeffrey Spittel Head of Investor
Relations jeffrey.spittel@freyrbattery.com Tel: (+1) 409
599-5706
Media contact: Amy Jaick Global Head of Communications
amy.jaick@freyrbattery.com Tel: (+1) 973 713-5585
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