2022-10-13 | NDAQ: NKLA | Press release

PHOENIX, October 13, 2022 /PRNewswire/ — Nikola Company (Nasdaq: NKLA) (“Nikola”), a provider of zero-emission energy and transportation infrastructure solutions, today announced the success of its exchange offer (the “Offer”) for the purchase of all of the outstanding common shares of Power of RomeoInc. (NYSE: RMO).

The Offer expired at midnight Eastern Time at the end of October 12, 2022, and was not extended. At the expiration of the Offer, an aggregate of approximately 93.16 million common shares of Romeo had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 50.1% of the shares ordinary Romeo in circulation immediately upon completion. of the Offer.

The aggregate number of shares tendered satisfied the minimum condition of the Offer, which required Romeo shareholders to tender shares representing a majority of the outstanding common shares of Romeo. All other conditions of the Offer having been satisfied or waived, Nikola will accept for payment, and expects to pay promptly, all shares validly tendered into the Offer and not withdrawn from the Offer. 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 shareholders will receive 0.1186 shares of Nikola common stock for each Romeo share, representing a net worth of approximately 4.5% of Nikola’s pro forma ownership.

Nikola intends to proceed with the acquisition of Romeo in which a newly formed subsidiary of Nikola will be merged into Romeo, and all remaining common shares of Romeo not tendered to the exchange offer will be canceled and converted into the right to receive the same consideration as provided for in the exchange offer. Upon completion of the transaction, 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.

About Nikola Corporation

Nikola Corporation is a designer and manufacturer of zero-emission hydrogen and battery electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems and hydrogen station infrastructure. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona.

Additional information and where to find it

This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell shares. On August 29, 2022Nikola Corporation (“Nikola”) has filed a registration statement on Form S-4 (including a prospectus/offer to exchange, related letter of transmittal and other offer to exchange documents (collectively, the “Registration Statement”)) with the US Securities and Exchange Commission (the “SEC”), as amended on September 27, 2022, and may file additional amendments thereto, and Nikola and a wholly-owned subsidiary of Nikola have filed a tender offer statement on Schedule TO with the SEC and have and may file additional amendments to this one. Moreover, on August 29, 2022, Power of Romeo, Inc. (“Romeo”) has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC and has and may file amendments thereto. Nikola and Romeo may also file other documents with the SEC related to the transaction. This document does not replace the registration statement, tender offer statement, solicitation/recommendation statement or any other document that Nikola or Romeo may file with the SEC in connection with the transaction (collectively, the “Exchange Offer Documents”). THE EXCHANGE OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION. ROMEO SHAREHOLDERS ARE ADVISED TO READ THESE MATERIALS CAREFULLY (AS THEY MAY BE AMENDED FROM TIME TO TIME) AS THEY CONTAIN IMPORTANT INFORMATION THAT ROMEO COMMON SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TRADING OF THEIR COMMON SHARES. The exchange offer documents are made available to all Romeo shareholders at no cost to them. The exchange offer documents are available for free on the SEC’s website at www.sec.gov. Copies of Nikola’s SEC filings are also available free of charge by contacting Investor Relations, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040. Copies of documents filed with the SEC by Romeo are also available free of charge by contacting Investor Relations, Corporate Secretary, Power of RomeoInc., 5560 Katella Avenue, Cypress, California 90630. In addition to the exchange offer documents, Nikola and Romeo are filing annual, quarterly and current reports and other information with the SEC. You can read any reports or other information filed by Nikola and Romeo at www.sec.gov.

Forward-looking statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements relating to the exchange offer, Nikola’s expectations regarding payment and closing, the proposed merger, the anticipated benefits of the transaction and Nikola’s expectations regarding the closing of the merger transaction. These forward-looking statements are generally identified by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, accordingly, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release, including, but not limited to: risks relating to Nikola’s ability to complete the proposed transaction on a timely basis or at all; the risk of litigation relating to the merger; the effectiveness of the registration statement; the satisfaction of conditions precedent to the completion of the contemplated transaction, in particular that a sufficient number of Romeo shares be validly tendered to the public exchange offer to satisfy the minimum condition and not withdrawn; the occurrence of events that may give rise to a right of one or both parties to terminate the merger agreement; Nikola’s ability to successfully integrate Romeo’s battery production into its business; Nikola’s ability to achieve expected synergies; the ability to realize the expected benefits of the proposed transaction, including the possibility that the expected benefits of the proposed transaction will not be realized or will not be realized within the expected time frame; the risk that disruption of the proposed transaction will make it more difficult to maintain business and operational relationships; the potential adverse effects of the announcement or completion of the proposed transaction on the market price of Nikola’s common stock or on its business or results of operations; the risk of litigation or regulatory action related to the proposed transaction; the effect of the announcement or expectation of the transaction on Romeo’s business relationships, results of operations and business generally; risks related to significant transaction costs or known or unknown liabilities; risks associated with third-party contracts containing consent or other provisions that may be triggered by the proposed transaction; and the parties’ ability to retain and hire key personnel. There can be no assurance that the proposed transaction or any other matter described above will actually be completed in the manner described or at all.

For additional information on factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see Nikola’s and Romeo’s reports on Forms 10-K, 10-Q and 8-K filed with or provided to the SEC from time to time. These forward-looking statements speak only as of the date hereof, and Nikola disclaims any obligation to update any forward-looking statements, except as required by law.

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