CBRE Acquisition Holdings, Inc. (NYSE: CBAH) (“CBAH”), a
publicly traded special purpose acquisition company, and Altus
Power, Inc. (“Altus Power”) today announced that the minimum cash
condition to their previously announced business combination has
been satisfied. Accordingly, the parties are on track to consummate
the business combination next week following CBAH’s special meeting
of stockholders (the “Special Meeting”), which is to be held on
December 6, 2021.
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The parties also announced that the deadline for stockholders to
withdraw their redemption requests has been extended to 4:00 p.m.
(New York City time) on December 8, 2021. Any stockholder wishing
to withdraw a redemption request may request a withdrawal by
contacting CBAH’s transfer agent at the email address listed
below:
Continental Stock Transfer & Trust Company
mzimkind@continentalstock.com
The parties expect the business combination to close on December
9, 2021. Upon closing, post-combination Altus Power’s Class A
shares and warrants are expected to commence trading on the New
York Stock Exchange, under the symbols “AMPS” and “AMPS WS”,
respectively, on December 10, 2021. Further, at the closing of the
business combination, each CBAH unit will separate into its
components, which are one CBAH Class A share and one-fourth of one
warrant. The holders of CBAH Class A shares and warrants will
receive equivalent securities of AMPS and AMPS WS, as applicable,
in post-combination Altus Power.
About CBRE Acquisition Holdings, Inc.
CBRE Acquisition Holdings, Inc. (“CBAH”) is a blank-check
company formed solely for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. CBAH is sponsored by CBRE Acquisition Sponsor, LLC,
which is a subsidiary of CBRE Group, Inc.
About Altus Power, Inc.
Altus Power, based in Stamford, Connecticut, is creating a clean
electrification ecosystem, serving its commercial, public sector
and community solar customers with locally-sited solar generation,
energy storage, and EV-charging stations across the U.S. Since its
founding in 2009, Altus Power has developed or acquired over 350
megawatts from Vermont to Hawaii. Visit altuspower.com to learn
more.
Important Information About the Business Combination and
Where to Find It
CBAH has filed with the U.S. Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4 (the "Registration
Statement"), which includes a proxy statement/prospectus in
connection with the proposed business combination between Altus
Power and CBAH and the other transactions contemplated by the
business combination agreement entered into by Altus Power and
CBAH. The Registration Statement was declared effective by the SEC
on November 5, 2021 and CBAH also filed the definitive proxy
statement/prospectus with respect to the business combination on
that date. CBAH has mailed a definitive proxy statement/prospectus
and other relevant documents to its stockholders as of October 27,
2021, the record date for the Special Meeting. CBAH's stockholders
and other interested persons are advised to read the definitive
proxy statement/prospectus in connection with CBAH's solicitation
of proxies for its stockholders' Special Meeting to be held to
approve the business combination because the proxy
statement/prospectus contains important information about CBAH,
Altus Power and the business combination. Stockholders will also be
able to obtain copies of the Registration Statement and the proxy
statement/prospectus, without charge at the SEC's website at
www.sec.gov or by directing a request to CBRE Acquisition Holdings,
Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.
Participants in the Solicitation
CBAH, Altus Power and certain of their respective directors and
officers may be deemed participants in the solicitation of proxies
of CBAH's stockholders with respect to the approval of the business
combination. CBAH and Altus Power urge investors, stockholders and
other interested persons to read the Registration Statement and the
definitive proxy statement/prospectus and exhibits thereto, as well
as other documents filed with the SEC in connection with the
business combination, as these materials will contain important
information about Altus Power, CBAH and the business combination.
Information regarding CBAH's directors and officers and a
description of their interests in CBAH is contained in the
Registration Statement and the definitive proxy
statement/prospectus.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”,
“may”, “plan”, “outlook”, “future” and “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These statements,
which involve risks and uncertainties, relate to the use of
proceeds for the new credit facility and analyses and other
information that are based on forecasts of future results and
estimates of amounts not yet determinable and may also relate to
CBAH’s and Altus Power’s future prospects, developments and
business strategies. In particular, such forward-looking statements
include statements concerning the timing of the business
combination, the business plans, objectives, expectations and
intentions of CBAH once the business combination and the other
transactions contemplated thereby (the “Transactions”) and change
of name are complete (“New Altus”), and New Altus’s estimated and
future results of operations, business strategies, competitive
position, industry environment and potential growth opportunities.
These statements are based on CBAH’s or Altus Power’s management’s
current expectations and beliefs, as well as a number of
assumptions concerning future events.
Such forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside CBAH’s or Altus Power’s control, that could
cause actual results to differ materially from the results
discussed in the forward-looking statements. These risks,
uncertainties, assumptions and other important factors include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Business Combination Agreement; (2) the inability to complete the
Transactions due to the failure to obtain approval of the
stockholders of CBAH or Altus Power or other conditions to closing
in the Business Combination Agreement; (3) the ability of New Altus
to meet NYSE’s listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the Business Combination; (4) the inability to
complete the private placement of common stock of CBAH to certain
institutional accredited investors; (5) the risk that the
announcement and consummation of the Transactions disrupts Altus
Power’s current plans and operations; (6) the ability to recognize
the anticipated benefits of the Transactions, which may be affected
by, among other things, competition, the ability of New Altus to
grow and manage growth profitably, maintain relationships with
customers, business partners, suppliers and agents and retain its
management and key employees; (7) costs related to the
Transactions; (8) changes in applicable laws or regulations and
delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to
complete the Transactions; (9) the possibility that Altus Power and
New Altus may be adversely affected by other economic, business,
regulatory and/or competitive factors; (10) the impact of COVID-19
on Altus Power’s and New Altus’s business and/or the ability of the
parties to complete the Transactions; (11) the outcome of any legal
proceedings that may be instituted against CBAH, Altus Power, New
Altus or any of their respective directors or officers, following
the announcement of the Transactions; and (12) the failure to
realize anticipated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions and
purchase price and other adjustments.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in the Registration Statement and CBAH’s
definitive proxy statement/prospectus. New risks and uncertainties
arise from time to time, and it is impossible for us to predict
these events or how they may affect us. You are cautioned not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made, and CBAH and Altus Power undertake
no obligation to update or revise the forward-looking statements,
whether as a result of new information, changes in expectations,
future events or otherwise.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in CBAH and is not intended to form the basis of an
investment decision in CBAH. All subsequent written and oral
forward-looking statements concerning CBAH and Altus Power, the
Transactions or other matters and attributable to CBAH and Altus
Power or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
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CBRE Acquisition Holdings Contacts
Cash Smith CBRE Acquisition Holdings, Inc.
Cash.Smith@cbre.com
Steven Iaco CBRE Corporate Communications
Steven.Iaco@cbre.com
Altus Power Contacts
For Media: Cory Ziskind ICR, Inc. AltusPowerPR@icrinc.com
For Investors: Caldwell Bailey ICR, Inc.
AltusPowerIR@icrinc.com
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