- All Gores Guggenheim Stockholders and Warrant Holders are
Strongly Encouraged to Vote before the June 22, 2022 Deadline
- Stockholder and Warrant Holder Special Meetings to be Held on
June 22, 2022
- The Company’s Board of Directors Unanimously Recommends that
Stockholders and Warrant Holders Vote “FOR” the Approval of the
Business Combination and Warrant Amendment
Gores Guggenheim, Inc. (“Gores Guggenheim” or the “Company”)
(NASDAQ: GGPI, GGPIU and GGPIW), a special purpose acquisition
company sponsored by affiliates of The Gores Group, LLC and
Guggenheim Capital, LLC reminds stockholders and warrant holders to
vote in favor of the approval of the Company’s proposed business
combination with Polestar, the Swedish electric performance car
company. Proposals related to the business combination will be
voted upon at the Company’s upcoming special meeting of the
Company’s stockholders (the “Stockholder Special Meeting”) and
meeting of the Company’s warrant holders (the “Warrant Holder
Meeting”) on June 22, 2022.
The Stockholder Special Meeting will be held via live webcast at
www.meetnow.global/MYGAWFM on June 22, 2022, at 9:30 a.m. Eastern
Time, as described in the Company’s definitive proxy
statement/prospectus, dated May 25, 2022 and filed with the SEC on
such date (the “Proxy Statement”). Please note that stockholders
will be able to access the Stockholder Special Meeting only by
means of remote communication and only at the aforementioned time
and webcast.
At the Stockholder Special Meeting, stockholders of record of
the Company’s common stock as of the close of business of May 18,
2022 will be asked to, among other things, adopt that certain
business combination agreement, dated September 27, 2021 (as
amended by that certain amendment dated December 17, 2021, that
certain amendment dated March 24, 2022 and that certain amendment
dated April 21, 2022, the “Business Combination Agreement,” and the
transactions contemplated thereby, the “Business Combination”), by
and among the Company, Polestar Automotive Holding Limited, a Hong
Kong incorporated company (“Parent”), Polestar Automotive
(Singapore) Pte. Ltd., a private company limited by shares in
Singapore, Polestar Holding AB, a private limited liability company
incorporated under the laws of Sweden, Polestar Automotive Holding
UK PLC (formerly known as Polestar Automotive Holding UK Limited),
a public limited company incorporated under the laws of England and
Wales and a direct wholly owned subsidiary of Parent (“ListCo”) and
PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly
owned subsidiary of ListCo, and approve the transactions
contemplated by the Business Combination Agreement.
The Proxy Statement and proxy card were mailed to stockholders
of record on or about May 25, 2022. Each stockholder’s vote is
important, regardless of the number of shares held.
All stockholders are strongly encouraged to vote as soon as
possible in advance of the Stockholder Special Meeting. The Company
requests that each stockholder of record complete, sign, date and
return a proxy card. Stockholders who hold shares in “street name,”
meaning that their shares are held of record by a broker, bank or
other nominee, should contact their broker, bank or nominee to
ensure that their shares are voted.
THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
ITS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS
COMBINATION, AND EACH OF THE RELATED PROPOSALS DESCRIBED IN THE
PROXY STATEMENT.
The Warrant Holder Meeting will be held via live webcast at
www.meetnow.global/MYVPLYT on June 22, 2022, at 10:00 a.m. Eastern
Time, as described in the Proxy Statement. Please note that warrant
holders will be able to access the Warrant Holder Meeting only by
means of remote communication and only at the aforementioned time
and webcast.
At the Warrant Holder Meeting, warrant holders of outstanding
warrants issued as part of the units included in the Company’s IPO
(the “Public Warrants”) and held of record as of the close of
business on May 18, 2022 will be asked to approve an amendment to
the existing warrant agreement (the “Warrant Amendment”) that
governs the Public Warrants, to permit the conversion of Public
Warrants to Class C-1 ADSs of ListCo in connection with the closing
of the proposed Business Combination, as described in the Proxy
Statement.
The Proxy Statement and proxy card were mailed to warrant
holders of record on or about May 25, 2022. Each warrant holder’s
vote is important, regardless of the number of Public Warrants
held.
All warrant holders are strongly encouraged to vote as soon as
possible in advance of the Warrant Holder Meeting. The Company
requests that warrant holder of record at the close of business on
May 18, 2022, complete, sign, date and return a proxy card. Warrant
holders who hold shares or Public Warrants in “street name,”
meaning that their Public Warrants are held of record by a broker,
bank or other nominee, should contact their broker, bank or nominee
to ensure that their Public Warrants are voted.
THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
ITS WARRANT HOLDERS VOTE “FOR” THE APPROVAL OF THE WARRANT
AMENDMENT, AND EACH OF THE RELATED PROPOSALS DESCRIBED IN THE PROXY
STATEMENT.
Please contact Morrow Sodali LLC, Gores Guggenheim’s proxy
solicitor, with any questions or assistance in voting, toll-free at
(800) 662-5200 (banks and brokers can call collect at (203)
658-9400).
About Polestar
Polestar was established as a new, standalone Swedish premium
electric vehicle manufacturer in 2017. Founded by Volvo Car AB
(publ) (together with its subsidiaries, “Volvo Cars”) and Zhejiang
Geely Holding Group Co., Ltd (“Geely”), Polestar enjoys specific
technological and engineering synergies with Volvo Cars and
benefits from significant economies of scale as a result.
Polestar is headquartered in Gothenburg, Sweden, and its
vehicles are currently available and on the road in markets across
Europe, North America, China and Asia Pacific. By 2023, the company
plans that its cars will be available in an aggregate of 30
markets. Polestar cars are currently manufactured in two facilities
in China, with additional future manufacturing planned in the
USA.
In September 2021, Polestar announced its intention to list as a
public company on the Nasdaq in a business combination agreement
with Gores Guggenheim, Inc. Full information on this definitive
agreement can be found here.
Polestar has produced two electric performance cars. The
Polestar 1 was built between 2019 and 2021 as a low-volume electric
performance hybrid GT with a carbon fibre body, 609 hp, 1,000 Nm
and an electric-only range of 124 km (WLTP) – the longest of any
premium hybrid car in the world.
The Polestar 2 electric performance fastback is the company’s
first fully electric, high volume car. The Polestar 2 model range
includes three variants with a combination of long- and standard
range batteries as large as 78 kWh, and dual- and single-motor
powertrains with as much as 300 kW / 408 hp and 660 Nm.
From 2022, Polestar plans to launch one new electric vehicle per
year, starting with Polestar 3, the company’s first electric
performance SUV which is expected to debut in October 2022.
Polestar 4 is expected to follow in 2023, a smaller electric
performance SUV coupe.
In 2024, the Polestar 5 electric performance 4-door GT is
planned to be launched as the production evolution of Polestar
Precept – the manifesto concept car that Polestar released in 2020
that showcases the brand’s future vision in terms of design,
technology, and sustainability. As the company seeks to reduce its
climate impact with every new model, Polestar aims to produce a
truly climate-neutral car by 2030.
In early March 2022, Polestar revealed its second concept car,
the Polestar O2 electric performance roadster. Polestar O2 builds
on the design, technology and sustainability ambitions laid out by
Precept and showcases the brand’s vision for future sports cars.
The hard-top convertible presents an evolution of the unique design
language first shown by Precept and emphasizes a dynamic driving
experience. The concept further develops the focus on
sustainability and technology, aiming towards greater
circularity.
About Gores Guggenheim, Inc.
Gores Guggenheim, Inc. (Nasdaq: GGPI, GGPIW, and GGPIU) is a
special purpose acquisition company sponsored by an affiliate of
The Gores Group, LLC, founded by Alec Gores, and by an affiliate of
Guggenheim Capital, LLC. Gores Guggenheim completed its initial
public offering in April 2021, raising approximately USD 800
million in cash proceeds for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Gores Guggenheim’s strategy is to identify and complete
business combinations with market leading companies with strong
equity stories that will benefit from the growth capital of the
public equity markets and be enhanced by the experience and
expertise of Gores’ and Guggenheim’s long history and track record
of investing in and operating businesses.
Additional Information about the Transactions and Where to
Find It
In connection with the proposed Business Combination, (a) ListCo
has filed with the SEC a registration statement on Form F-4
containing a proxy statement of the Company and a prospectus, which
the SEC declared effective on May 25, 2022 and (b) the Company has
filed a definitive proxy statement relating to the proposed
Business Combination (the “Definitive Proxy Statement”) and will
mail the Definitive Proxy Statement and other relevant materials to
its stockholders and warrant holders, each as of May 18, 2022, the
record date established for voting on the proposed Business
Combination and the other matters to be voted upon at the Special
Meeting and Warrant Holder Meeting. The Definitive Proxy Statement
contains important information about the proposed Business
Combination and the other matters to be voted upon at the meetings
of the Company’s stockholders and warrant holders. This press
release does not contain all the information that should be
considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Business Combination. Before
making any voting or other investment decisions, securityholders of
the Company and other interested persons are advised to read the
Definitive Proxy Statement and other documents filed or to be filed
in connection with the proposed Business Combination, as these
materials will contain important information about the Company,
Polestar, ListCo and the proposed Business Combination.
Stockholders will also be able to obtain copies of the Definitive
Proxy Statement and other documents filed with the SEC, without
charge, once available, at the SEC’s website at www.sec.gov, or by
directing a request to: Gores Guggenheim, Inc., 6260 Lookout Rd.,
Boulder, CO 80301, attention: Jennifer Kwon Chou.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s stockholders with respect to the proposed Business
Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is set
forth in the Company’s filings with the SEC (including the
Company’s final prospectus related to its initial public offering
(File No. 333-253338) declared effective by the SEC on March 22,
2021), and are available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to Gores Guggenheim, Inc.,
6260 Lookout Rd., Boulder, CO 80301, attention: Jennifer Kwon Chou.
Additional information regarding the interests of such participants
is contained in the Definitive Proxy Statement.
Polestar and ListCo, and certain of their directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in
connection with the proposed Business Combination. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed Business Combination is
included in the Definitive Proxy Statement.
Forward-Looking Statements
This press release contains certain statements which may be
considered “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or the future
financial or operating performance of the Company and Polestar. For
example, projections of future revenue, volumes and other metrics
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential”, “forecast”, “plan”, “seek”, “future”,
“propose” or “continue”, or the negatives of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, and Polestar and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to: (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive
agreements with respect to proposed Business Combination; (b) the
outcome of any legal proceedings that may be instituted against the
Company, the combined company or others following the announcement
of the proposed Business Combination and any definitive agreements
with respect thereto; (c) the inability to complete the proposed
Business Combination due to the failure to obtain approval of the
stockholders of the Company, to obtain financing to complete the
proposed Business Combination or to satisfy other conditions to
Closing; (d) changes to the proposed structure of the proposed
Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the proposed Business Combination;
(e) the ability to meet stock exchange listing standards following
the consummation of the proposed Business Combination; (f) the risk
that the proposed Business Combination disrupts current plans and
operations of Polestar as a result of the announcement and
consummation of the proposed Business Combination; (g) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (h) costs
related to the proposed Business Combination; (i) risks associated
with changes in applicable laws or regulations and Polestar’s
international operations; (j) the possibility that Polestar or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (k) Polestar’s estimates of
expenses and profitability; (l) Polestar’s ability to maintain
agreements or partnerships with its strategic partners Volvo Cars
and Geely and to develop new agreements or partnerships; (m)
Polestar’s ability to maintain relationships with its existing
suppliers and strategic partners, and source new suppliers for its
critical components, and to complete building out its supply chain,
while effectively managing the risks due to such relationships; (n)
Polestar’s reliance on its partnerships with vehicle charging
networks to provide charging solutions for its vehicles and its
strategic partners for servicing its vehicles and their integrated
software; (o) Polestar’s ability to establish its brand and capture
additional market share, and the risks associated with negative
press or reputational harm, including from lithium-ion battery
cells catching fire or venting smoke; (p) delays in the design,
manufacture, launch and financing of Polestar’s vehicles and
Polestar’s reliance on a limited number of vehicle models to
generate revenues; (q) Polestar’s ability to continuously and
rapidly innovate, develop and market new products; (r) risks
related to future market adoption of Polestar’s offerings; (s)
increases in costs, disruption of supply or shortage of materials,
in particular for lithium-ion cells or semiconductors; (t)
Polestar’s reliance on its partners to manufacture vehicles at a
high volume, some of which have limited experience in producing
electric vehicles, and on the allocation of sufficient production
capacity to Polestar by its partners in order for Polestar to be
able to increase its vehicle production capacities; (u) risks
related to Polestar’s distribution model; (v) the effects of
competition and the high barriers to entry in the automotive
industry, and the pace and depth of electric vehicle adoption
generally on Polestar’s future business; (w) changes in regulatory
requirements, governmental incentives and fuel and energy prices;
(x) the impact of the global COVID-19 pandemic, inflation, interest
rate changes, the ongoing conflict between Ukraine and Russia,
supply chain disruptions and logistical constraints on the Company,
Polestar, Polestar’s post business combination’s projected results
of operations, financial performance or other financial metrics, or
on any of the foregoing risks; and (y) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the
Company’s final prospectus relating to its initial public offering
(File No. 333-253338) declared effective by the SEC on March 22,
2021, and other documents filed, or to be filed, with the SEC by
the Company or ListCo, including the Definitive Proxy Statement.
There may be additional risks that neither the Company, Polestar
nor ListCo presently know or that the Company, Polestar or ListCo
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither the Company,
Polestar nor ListCo undertakes any duty to update these
forward-looking statements.
Disclaimer
This press release relates to the proposed Business Combination.
This document shall not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220608006185/en/
For inquiries regarding The Gores Group and affiliates: Jennifer
Kwon Chou Managing Director The Gores Group jchou@gores.com John
Christiansen/Cassandra Bujarski Sard Verbinnen & Co
GoresGroup-SVC@sardverb.com For inquiries regarding Polestar:
Bojana Flint Polestar (Investor Relations)
bojana.flint@polestar.com Jonathan Goodman Polestar
jonathan.goodman@polestar.com Andrew Lytheer Polestar
andrew.lytheer@polestar.com John Paolo Canton Polestar
jp.canton@polestar.com
Gores Guggenheim (NASDAQ:GGPI)
過去 株価チャート
から 11 2024 まで 12 2024
Gores Guggenheim (NASDAQ:GGPI)
過去 株価チャート
から 12 2023 まで 12 2024
