Battery buffered ultrafast charging technology company, ADS-TEC Energy has announced that it has entered into a definitive business combination agreement with European Sustainable Growth Acquisition Corp (EUSG).
Upon the closing of the transaction the combined entity will be named ADS-TEC Energy and remain listed on the Nasdaq Capital Market.
A substantial portion of the proceeds from the transaction will be used to accelerate the expansion of ADS-TEC Energy’s storage solutions, charging and energy management platforms in the U.S. and Europe and continue the development and enhancement of the company’s existing technology platforms.
To facilitate that expansion, ADS-TEC Energy intends to increase its US presence and operations.
The pro-forma market capitalization of the combined company is approximately $580 million.
EUSG has also secured commitments of a fully subscribed $156 million in a Private Investment in Public Equity (“PIPE”) at $10 per share that is anticipated to close one business day prior to the business combination.
Investors in the PIPE include, amongst others, APG, Invesco, Polar Structure and SwedbankRobur. A portion of the proceeds from the PIPE will be used to fund the cash consideration required to effect the business combination.
ADS-TEC Energy is currently 61% owned by ADS-TEC Holding GmbH (“ADSH”) and 39% owned by Bosch Thermotechnik GmbH (“Bosch”).
ADSH, Bosch and EUSG’s sponsors are substantially participating in the PIPE. ADSH is 100% owned by the family of the CEO and his family’s charitable foundation; the CEO has a majority of the votes in ADSH.
A substantial portion of the funds from the transaction will be used to accelerate the development of ADS-TEC Energy’s charging platforms and expand the Company’s reach into the United States and Europe.
The boards of directors of both ADS-TEC Energy and EUSG have unanimously approved the transaction, which is expected to be completed in the fourth quarter 2021.
Completion of the proposed transaction is subject to, among other things, the approval of the shareholders of EUSG, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions.
EarlyBirdCapital and ABN AMRO Securities (USA) LLC are serving as financial advisors to EUSG and placements agents in the PIPE.
Carnegie Investment Bank is serving as a selling agent in the PIPE. Raymond James is serving as M&A advisor to EUSG and placement agent in the PIPE.
The German KPMG member firm is serving as M&A advisor to ADS-TEC Energy. Reed Smith LLP is serving as lead legal counsel to EUSG, Arthur Cox is serving as legal advisor in Ireland and Maples Group is serving as legal advisor in the Cayman Islands to EUSG.
CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB and Alston & Bird LLP are serving as legal advisors to ADS-TEC Energy.
At a time when the world needs tangible and scalable solutions to climate change, ADS-TEC Energy’s battery buffered technology enables widespread, ultrafast charging (up to 320kW) on existing power-limited grids without additional infrastructure power upgrades.
This allows for the introduction of ultrafast charging to previously unaddressed geographies and segments such as city centers, remote and rural areas, helping to ensure more inclusive access to EV charging.
ADS-TEC Energy’s electric vehicle charging platforms also offer operators the opportunity to generate multiple revenue streams, including advertising, grid services, swarm operations and intelligent distributed energy management.