Announcement • Dec 02
Voltus, Inc. entered into definitive agreement to acquire Broadscale Acquisition Corp. (NasdaqCM : SCLE) from Nokomis ESG Sponsor, LLC and others for approximately $830 million in a reverse merger transaction.
Voltus, Inc. entered into definitive agreement to acquire Broadscale Acquisition Corp. (NasdaqCM : SCLE) from Nokomis ESG Sponsor, LLC and others for approximately $830 million in a reverse merger transaction on November 30, 2021. All Voltus stockholders will roll 100% of their equity holdings into the new combined company. Upon closing of the transaction, the combined company will be named Voltus Technologies, Inc. and will remain listed on the Nasdaq under the new ticker symbol “VLTS.” The combined company will be led by Gregg Dixon, Chief Executive Officer and Co-founder, Matthew Plante, President and Co-founder, Dana Guernsey, Chief Product Officer, and Neil Lakin, Chief Technology Officer. Dan Leff, Senior Operating Partner at Broadscale and Broadscale Group, will join the combined company’s Board of Directors.
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, approval of the Business Combination and related agreements and transactions by the stockholders of Broadscale and the stockholders of Voltus, effectiveness of the proxy statement / registration statement on Form S-4 to be filed by Broadscale in connection with the Business Combination, regulatory approval, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of any law or order enjoining or prohibiting the Merger, that Broadscale have at least $5,000,001 of net tangible assets upon Closing, receipt of approval for listing on the NASDAQ Capital Market the shares of Broadscale Common Stock to be issued in connection with the Merger, and the bringdown of representations, warranties and covenants of the other party, subject to certain materiality qualifiers. The Boards of Directors of each of Voltus and Broadscale have unanimously approved the transaction. The transaction is currently expected to close in the first half of 2022.
Moelis & Company LLC is serving as financial advisor to Broadscale. Howard L. Ellin and C. Michael Chitwood of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Broadscale. Morgan Stanley & Co. LLC and Nomura Greentech are serving as financial advisors to Voltus, and Ryan Maierson, Spencer Ricks and Andrew Moosmann of Latham & Watkins LLP is serving as legal counsel to Voltus. Morgan Stanley & Co. LLC, Moelis & Company LLC, and Nomura Securities International, Inc. are serving as co-placement agents to Broadscale on the PIPE offering made to qualified institutional buyers and institutional accredited investors.
