ClimateRock (NASDAQ:CLRC), a special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and EEW, an independent global developer of utility scale solar photovoltaic projects from greenfield to ready-to-build, announced today the signing of a definitive business combination agreement (the “Business Combination Agreement”). Upon the closing of the business combination (the “Business Combination”), a newly formed holding company that will own ClimateRock and EEW (“Pubco”), is expected to be listed on the Nasdaq Stock Market and will be led by Svante Kumlin, EEW’s founder and Chief Executive Officer, with two individuals from ClimateRock joining the board of directors.
With more than fourteen years of experience, and projects with a capacity of approximately 1.5 GW developed across Europe, the UK and Australia, EEW develops from greenfield to ready-to-build stage around the world. EEW’s diverse management team combines technical skills with a rigorous commercial mind-set with more than a decade of experience in the industry. This blend of skills and experience enables EEW to drive value in the early stages of solar power project development, and ultimately for EEW’s customers.
Transaction Summary
Under the terms of the proposed Business Combination Agreement, Pubco, which is a newly formed entity, will acquire both EEW and ClimateRock, and will become a publicly traded entity under a new company name. The transaction values EEW at an equity value of $650 million.
In connection with the Business Combination EEW’s shareholders will receive shares of Pubco in exchange for EEW shares, and are expected to hold 80 to 85% of Pubco’s outstanding shares.
The Business Combination will require approval of the shareholders of ClimateRock and acceptance by EEW shareholders of an offer by Pubco to exchange their EEW shares for shares of Pubco, subject to the satisfaction of customary closing conditions.
The closing of the Business Combination is conditional, among other things, upon $40 million of cash being available, after any ClimateRock shareholder redemptions and payment of transaction expenses, from ClimateRock’s trust account or additional equity or debt financing to be obtained prior to closing.
Advisors
White & Case LLP is acting as legal counsel to EEW.
Alantra is acting as lead financial advisor to ClimateRock. Ellenoff Grossman & Schole LLP is acting as lead legal counsel to ClimateRock. Simmons & Simmons LLP is acting as UK legal counsel for ClimateRock.
