Announcement • May 03
Gebr. SCHMID GmbH completed the acquisition of Pegasus Digital Mobility Acquisition Corp. (NYSE:PGSS) in a reverse merger transaction.
Gebr. SCHMID GmbH agreed to acquire Pegasus Digital Mobility Acquisition Corp. (NYSE:PGSS) for approximately $620 million in a reverse merger transaction on May 31, 2023. Upon completion of the transaction contemplated by the Business Combination Agreement, the combined company's ordinary shares will be listed on the New York Stock Exchange. Schmid family to maintain majority ownership and retain management positions post-listing; Board expected to include Christian Schmid and Anette Schmid, Pegasus officers Sir Ralf Speth and Dr. Stefan Berger, and three independent board members. Following the transaction, the combined company is expected to be renamed "SCHMID Group N.V." and will remain headquartered in Freudenstadt, Germany. SCHMID's current management and employees are expected to continue in their respective roles as part of the combined company. The transaction has been unanimously approved by the board of directors of Pegasus and the shareholders of SCHMID and is expected to be completed in the fourth quarter of 2023, subject to the approval of Pegasus' shareholders and the satisfaction or the waiver of other closing conditions specified in the Business Combination Agreement. As of July 14, 2023, Pegasus Digital Mobility Acquisition Corp board of directors had approved the further extension of the period of time the Pegasus Digital Mobility has to consummate a business combination until December 31, 2023. As of July 27, 2023, Pegasus Digital Mobility Acquisition, announced that holders of 2,195,855 of the Company's Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company's trust account in connection with the announcement of the further extension of the period of time the Company has to consummate its proposed Business Combination with Gebr. SCHMID GmbH (the "SCHMID Group") to December 31, 2023. As of September 25, 2023, Pegasus, Schmid, TopCo and Merger Sub entered into an amendment to the business combination agreement. As of January 29, 2024, Pegasus and Schmid entered into a second amendment to the business combination agreement pursuant to which, among other things, the parties have agreed to (i) extend the timeline until April 30, 2024 when the business combination has to be completed, and (ii) reduced the number of shares that the shareholders of Schmid (Anette Schmid and Christian Schmid) will receive in the business combination to 28,725,000 TopCo shares. As of February 27, 2024, both parties approved the entry into an agreement on the use of Pegasus Class B Shares and regarding the stock exchange listing closing condition under
the business combination agreement. The Agreement includes (i) the parties' agreement on the use of up to 2,812,500 Pegasus Class B Shares (“ Incentive Shares ”) to be used to incentivize existing shareholders of the Company and/or new investors to enter into non-redemption and investment agreements, (ii) lift and waive certain transfer restrictions and lock-up periods applicable to the Incentive Shares, and (iii) amend the stock exchange listing closing condition in the Business Combination Agreement. As on April 11, 2024, Pegasus Digital Mobility Acquisition Corp, Pegasus Digital Mobility Sponsor LLC, and Pegasus TopCo B.V. to be renamed Schmid Group N.V. have entered into several non-redemption and investment agreements in connection with the shareholders meeting called by the Company to approve the business combination between the Company, TopCo and Gebr. Schmid GmbH scheduled for April 22, 2024. The closing of the initial business combination, which is scheduled for April 25, 2024 (at the earliest), remains subject to the fulfillment of all closing conditions set out in the business combination agreement, as amended. On March 28, 2024, the Registration Statement on Form F-4, initially filed by the Company with the SEC in connection with the Business Combination, was declared effective. On April 22, 2024, shareholders of Pegasus approved the transaction.
Solomon Partners Securities, LLC is serving as financial advisor to Pegasus Digital Mobility Acquisition Corp. on the transaction. Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Pegasus Digital Mobility Acquisition Corp. George Hacket of Clifford Chance is acting as U.S., German and international legal counsel to Pegasus, and Appleby is acting as Cayman counsel to Pegasus. Stephan Aubel, Hansjörg Scheel, Alexander Gebhardt, Walter Ander, Julius-Vincent Ritz, Hannah Walter, Johannes Schrägle, Nikolas Frey and Valentin Zemmrich of Gleiss Lutz, Stibbe and Fenwick & West acted as legal advisors to SCHMID in the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Pegasus. Morrow Sodali LLC acted as proxy solicitor to Pegasus.
Gebr. SCHMID GmbH completed the acquisition of Pegasus Digital Mobility Acquisition Corp. (NYSE:PGSS) in a reverse merger transaction on May 1, 2024. SCHMID Group and Pegasus Digital Mobility Acquisition Corp. announce the completion of their business combination. As a result, starting April 30, 2024 the existing company’s legal name is SCHMID Group N.V. SCHMID Group N.V.'s shares will begin trading on the Nasdaq Global Select Market under the ticker symbol “SHMD”. SCHMID signed non-redemption and investment agreement for approximately $26 million in committed capital with the business combination including from various institutional investors as well as $8 million from Pegasus Digital Mobility Sponsor LLC, the sponsor of Pegasus. The SCHMID Group N.V. Board of Director consists of Sir Ralf Speth KBE, FREng FRS, now Chairman of the Board of Directors for SCHMID Group N.V., Christian Schmid, Anette Schmid, Stefan Berger and Boo-Keun Yoon.