- Business Combination of Gogoro and Poema Global Expected to
be Approved by Shareholders
- Merger to Deliver At Least $335M of Cash Proceeds to Gogoro to Support
Growth
- Gogoro Expects to Close the Transaction on April 4, 2022
TAIPEI,
Taiwan, March 30, 2022 /PRNewswire/ -- Gogoro®
Inc. ("Gogoro" or the "Company"), a global technology leader in
battery swapping ecosystems that enable sustainable mobility
solutions for cities, today announced it expects to close its
business combination transaction with Poema Global Holdings Corp.
("Poema Global") (NASDAQ: PPGH) on April
4, following anticipated shareholder approval on
March 31. The transaction is expected
to provide at least $335M of gross
proceeds to Gogoro to put it in a strong position to aggressively
push forward with its investment and expansion plans.
Gogoro also announced today that Poema Global is extending the
deadline for shareholders to withdraw their redemption requests to
5:00 pm Eastern Time, on April 1, 2022. Any shareholder wishing to
withdraw a redemption request may do so by contacting Continental
Stock Transfer & Trust Company, at the following email address:
mzimkind@continentalstock.com.
The closing of the business combination will follow an
extraordinary general meeting (the "Special Meeting") of Poema
Global shareholders to be held at 9:30 am
Eastern Time on March 31,
2022. Proxies received to date indicate shareholders'
support for all proposals to be voted on at the Special
Meeting. Additional details regarding the proposals and the
Special Meeting are available in the definitive proxy
statement/prospectus relating to the Special Meeting. Shareholders
can view the definitive proxy statement/prospectus at Link and as
amended or supplemented at Link.
The transaction is anticipated to close on April 4, 2022, subject to shareholder approval of
the business combination and related matters at the Special Meeting
and the satisfaction of the other closing conditions. Following the
completion of the business combination, Gogoro's shares and
warrants are expected to begin trading on the Nasdaq Global Select
Market under the symbols "GGR" and "GGROW," respectively, on
April 5, 2022.
About Gogoro Inc.
Founded in 2011 to rethink urban energy and inspire the world to
move through cities in smarter and more sustainable ways, Gogoro
leverages the power of innovation to change the way urban energy is
distributed and consumed. Gogoro's battery swapping and vehicle
platforms offer a smart, proven and sustainable long-term ecosystem
for delivering a new approach to urban mobility. Gogoro has quickly
become an innovation leader in vehicle design and electric
propulsion, smart battery design, battery swapping, and advanced
cloud services that utilize artificial intelligence to manage
battery availability and safety. The challenge is massive, but the
opportunity to disrupt the status quo, establish new standards, and
achieve new levels of sustainable transportation growth in densely
populated cities is even greater. For more information,
visit www.gogoro.com/news and follow Gogoro on Twitter:
@wearegogoro.
About Poema Global Holdings Corp.
Poema Global Holdings Corp. is a special purpose acquisition
company affiliated with Princeville Capital formed for the purpose
of entering into a combination with one or more businesses. Poema
Global's sponsor team brings together over 100 years of combined
experience to equip and enable a differentiated global technology
leader to successfully list and to create long-term value for
shareholders in public markets. Led by Co-Chairmen Emmanuel
DeSousa and Joaquin Rodriguez Torres, Chief Executive
Officer Homer Sun and President Marc Chan, Poema
Global seeks to complete business combinations with companies that
have validated technologies and attractive unit economics, with a
particular focus on Asia and Europe. For more
information, visit https://www.poema-global.com/.
Forward Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended ("Securities Act"), and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended
("Exchange Act") that are based on beliefs and assumptions and on
information currently available to Poema Global and Gogoro. In some
cases, you can identify forward-looking statements by the following
words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict,"
"project," "potential," "continue," "ongoing," "target," "seek" or
the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
financial projections, the capability of Gogoro's technology,
Gogoro's business and investment and expansion plans, Gogoro's
financial condition, Gogoro's use of proceeds from the business
combination, the potential closing of the business combination
between Gogoro and Poema Global including the timing of such
potential closing and the impact of redemptions on such potential
closing and the potential shareholder approval of the business
combination, are forward-looking statements.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of Poema
Global and Gogoro believes that it has a reasonable basis for each
forward-looking statement contained in this communication, each of
Poema Global and Gogoro cautions you that these statements are
based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In
addition, there are risks and uncertainties described in the
definitive proxy statement/final prospectus, as amended or
supplemented, filed by Gogoro with the relating to the proposed
transaction and other documents filed, or to be filed, by Gogoro or
Poema Global from time to time with the SEC. These filings may
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Neither Poema
Global nor Gogoro can assure you that the forward-looking
statements in this communication will prove to be accurate. There
may be additional risks that neither Poema Global nor Gogoro
presently know or that Poema Global and Gogoro currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward looking statements. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by Poema Global, Gogoro, their respective directors, officers or
employees or any other person that Poema Global and Gogoro will
achieve their objectives and plans in any specified time frame, or
at all. The forward-looking statements in this communication
represent the views of Poema Global and Gogoro as of the date of
this communication. Subsequent events and developments may cause
those views to change. However, while Poema Global and Gogoro may
update these forward-looking statements in the future, there is no
current intention to do so, except to the extent required by
applicable law. You should, therefore, not rely on these
forward-looking statements as representing the views of Poema
Global or Gogoro as of any date subsequent to the date of this
communication.
Important Additional Information and Where to Find
It
In connection with the proposed transaction, Gogoro has
filed a registration statement on Form F-4 with the SEC, which
includes a preliminary prospectus with respect to Gogoro's
securities to be issued in connection with the proposed
transaction. The registration statement was declared effective by
the SEC on March 17, 2022, and the final prospectus was filed
with the SEC on March 17, 2022. Poema Global has mailed the
definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the
proposed transaction. Poema Global's shareholders and other
interested persons are encouraged to read the definitive proxy
statement/final prospectus, as amended or supplemented, as well as
other documents filed, or to be filed, with the SEC, because these
documents contain, or will contain, important information about
Poema Global, Gogoro and the proposed transaction. Shareholders of
Poema Global are also able to obtain a copy of the definitive proxy
statement/final prospectus, and other documents filed with the SEC
without charge, by directing a request to: 101 Natoma St.,
2F, San Francisco, CA 94105. The definitive proxy
statement/final prospectus can also be obtained, without charge, at
the SEC's website (www.sec.gov).
Participants in the Solicitation:
Poema Global and
Gogoro and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the potential transaction described in this communication under
the rules of the SEC. Information about the directors and executive
officers of Poema Global and their ownership is set forth in Poema
Global's filings with the SEC, including its Form 10-K for the year
ended December 31, 2020 and subsequent filings under
Section 16 of the Exchange Act or on Form 10-Q. Additional
information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Poema Global's
shareholders in connection with the potential transaction is set
forth in the definitive proxy statement/final prospectus, as
amended or supplemented. These documents are available free of
charge at the SEC's website at www.sec.gov or by
directing a request to: 101 Natoma St., 2F, San Francisco,
CA 94105.
No Offer or Solicitation
This communication is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Poema Global or
Gogoro, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements.
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SOURCE Gogoro