Nikola Corporation, a provider of zero-emissions transportation and energy infrastructure solutions, today announced the successful completion of its exchange offer to purchase all outstanding shares of common stock of Romeo Power, Inc.
The Offer expired at midnight, Eastern Time, at the end of October 12, 2022, and was not extended. As of the expiration of the Offer, a total of approximately 93.16 million shares of Romeo common stock had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 50.1% of outstanding shares of Romeo common stock immediately after consummation of the Offer.
The total number of shares tendered satisfied the minimum condition of the Offer, which required the tender by Romeo’s stockholders of shares representing a majority of the outstanding Romeo common stock. All other conditions to the Offer having been satisfied or waived, Nikola will accept for payment, and expects to promptly pay for, all shares validly tendered into and not withdrawn from the Offer.
Nikola and Romeo jointly announced that the companies entered into a definitive agreement for this all-stock transaction on August 1, 2022. Under the terms of the merger agreement, Romeo stockholders will receive 0.1186 of a share of Nikola common stock for each Romeo share, representing an equity value of approximately 4.5% pro forma ownership of Nikola.
Nikola intends to proceed with the acquisition of Romeo in which 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. Once the transaction is completed, Romeo will become a wholly owned subsidiary of Nikola and Romeo common stock will no longer be listed or traded on the New York Stock Exchange.