공시 • Jan 15
Tritium Pty Ltd. completed the acquisition of Decarbonization Plus Acquisition Corporation II (NasdaqCM:DCRN) from Ilwella Pty Ltd, Decarbonization Plus Acquisition Sponsor II, LLC and others in a reverse merger transaction.
Tritium Pty Ltd. executed the letter of intent to acquire Decarbonization Plus Acquisition Corporation II (NasdaqCM:DCRN) (DCRN) from Ilwella Pty Ltd, Decarbonization Plus Acquisition Sponsor II, LLC and others for approximately $1.2 billion in a reverse merger transaction on March 5, 2021. Tritium Pty Ltd. entered into a definitive agreement to acquire Decarbonization Plus Acquisition Corporation II in a reverse merger transaction on May 25, 2021. As consideration, all existing shareholders of Tritium will transfer their Tritium Shares in exchange for an aggregate of 120 million fully paid ordinary shares in the capital of the combined company at $10 per share, each holder of DCRN warrants will receive in exchange an equal number of warrants to purchase shares of the combined company and each holder of Class A Common Stock of DCRN will receive in exchange an equal number of combined company shares. If the transaction is terminated, Tritium will pay a termination fee of $50 million to DCRN. Upon closing, the existing shareholders of Tritium will hold approximately 70% stake in the combined company. Upon closing of the transaction, the combined company will be named Tritium and will list its ordinary shares and warrants for trading on Nasdaq under the symbols “DCFC” and “DCFC WS,” respectively. Tritium’s existing Cigna facilities are expected to be required to be paid off at the time of closing of the Business Combination, which would reduce the amount of cash available to the combined company after closing of the Business Combination. However, with today’s announcement, Cigna is being joined by Barings in the establishment of a new facility that is expected to close concurrently with the Business Combination, which replaces the existing Cigna facilities with a larger facility that matures in 2024. The closing of this facility is subject to, among other things, the closing of the Business Combination, certain minimum cash requirements and other customary closing conditions. This facility is expected to allow Tritium to repay existing debt, including debt outstanding under the existing Cigna facilities, without the use of funds received from the DCRN trust account. With this facility, Tritium expects to bolster its liquidity upon closing and provide additional working capital.
Robert Tichio, Chairman of DCRN, who will join the Board of Directors of the combined company at the close of the transaction. Jane Hunter will continue as the Chief Executive Officer of Tritium, alongside Co-Founders James Kennedy as Chief Technology Officer, David Finn as Chief Growth Officer and executives David Toomey as Chief Revenue Officer and Michael Hipwood as Chief Financial Officer. In addition, Jane Hunter, David Finn, Trevor St. Baker AO, Brian Flannery and Kara Frederick are expected to join the combined company's Board of Directors when the transaction closes. As of September 14, 2021, Edward T. Hightower will be added to the combined company’s Board of Directors following the closing of the transaction.
The transaction is subject to customary closing conditions, among other things, the approval by DCRN's stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation, including the waiver or expiration of a Tritium shareholder's right to acquire Tritium under the shareholder's deed in relation to Tritium. The transaction is subject to all required filings, waiting periods and approvals under the Hart Scott Rodino Antitrust Improvement Act of 1976 and of the Foreign Investment Review Board in Australia, the new shares of the combined company having been accepted for listing on the Nasdaq Capital Market and the registration statement has been declared effective by SEC. The transaction is subject to the new shares not constituting penny stock and the exit notice and share transfer shall have been duly executed. The transaction is subject to the condition that the sum of (A) the amount of cash in the Decarbonization Plus’s trust account and (B) the amount of cash proceeds to resulting from any private placements of New Ordinary Shares be not less than $200 million i.e., that DCRN have Trust Cash (as defined in the Business Combination Agreement) plus the aggregate proceeds received by NewCo from the PIPE Financing (as defined below) equaling at least $200 million. The Board of Directors of both Tritium and DCRN have unanimously approved the proposed transaction. As of January 12, 2022. Tritium waived the minimum cash condition required to be satisfied at the closing of the business combination. As of November 1, 2021, Decarbonization Plus Acquisition Corporation II has filed first amendment to the registration statement on Form F-4 (the "Registration Statement") in connection with DCRN's previously announced business combination with Tritium with the U.S. Securities and Exchange Commission. The transaction is expected to close in September 2021. As of August 24, 2021, the transaction is expected to close in the fourth quarter of 2021. As of October 13, 2021, the transaction is currently expected to occur in either December 2021 or January 2022. On December 10, 2021, Decarbonization Plus Acquisition Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $1,500,000 to Decarbonization Plus Acquisition Sponsor II LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Immediately prior to the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50. As of December 21, 2021, the Special Meeting to approve the proposed business combination and related matters is scheduled to be held on January 12, 2022. As of January 12, 2022, shareholders of Decarbonization Plus Acquisition approved the transaction. As of December 22, 2021, the transaction is expected to close in January 2022. As of January 12, 2022, the transaction is expected to close on January 13, 2021.
Ryan Maierson, David Taub, Grace Lee, Nineveh Alkhas, Damara Chambers, Christopher Leuking, Joshua Marnitz, Patrick English, Roderick Branch, Steven Betensky and Jason Morelli of Latham & Watkins LLP (US) acted as legal advisors for Tritium. Alex Feros of Corrs Chambers Westgarth (Australia), and the Australian Partnership of Ernst & Young acted as legal advisors for Tritium. Dan Komarek, Ramey Layne, David Peck, Jason McIntosh, Devika Kornbacher and Milam Newby of Vinson & Elkins L.L.P. (US) and Andrew Crook and Tennie Tam of Clifford Chance LLP (Australia) acted as legal advisors for DCRN. Credit Suisse acted as financial advisor to a shareholder consortium that owns a substantial majority and control stake in Tritium and JPMorgan Chase & Co. and Citigroup acted as financial advisors to Decarbonization Plus Acquisition Corporation II. David Ryan of Herbert Smith Freehills acted as legal advisor to Tritium. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent of DCRN. Morrow Sodali LLC is proxy solicitation agent of DCRN for a fee of $37,500.
Tritium Pty Ltd. completed the acquisition of Decarbonization Plus Acquisition Corporation II (NasdaqCM:DCRN) from Ilwella Pty Ltd, Decarbonization Plus Acquisition Sponsor II, LLC and others in a reverse merger transaction on January 13, 2021.