MOUNTAIN VIEW, Calif.,
Nov. 2, 2020 /PRNewswire/ --
Highlights
- Aeva Inc. ("Aeva") is the leading provider of comprehensive
perception solutions developed on Silicon Photonics for mass scale
applications in automotive, consumer electronics, consumer health,
industrial and security markets.
- Aeva's groundbreaking 4D LiDAR on Chip combines instant
velocity measurements and long-range performance at affordable
costs for commercialization at silicon scale.
- Aeva has received strategic investments from Porsche SE, the
major shareholder of VW Group.
- Aeva's commercial partners also include other top automotive
OEMs and world's leading mobility and technology players.
- In September, Aeva announced a production partnership with ZF
to manufacture and distribute the first automotive grade 4D LiDAR
to global OEM customers.
- Business combination to provide up to $363M in gross proceeds, comprised of
InterPrivate's $243M held in
trust[1] and a $120M fully
committed common stock PIPE at $10.00
per share, including investments from Adage Capital and Porsche
SE.
- Combined company expected to have an estimated post-transaction
equity value of approximately $2.1B
and is expected to be listed on the NYSE under the ticker symbol
AEVA following anticipated transaction close in Q1 2021.
- All Aeva stockholders, including Lux Capital, Canaan Partners,
and Lockheed Martin, will retain their equity holdings through
Aeva's transition into the publicly listed company.
- Aeva plans to use 100% of the net proceeds from the transaction
to accelerate its growth and commercialization.
InterPrivate Acquisition Corp ("InterPrivate") (NYSE: IPV), a
special purpose acquisition company, announced today that it has
entered into a definitive agreement for a business combination with
Aeva, Inc. ("Aeva"), the first company to provide a
perception platform built from the ground up on Silicon
Photonics for mass scale application in automotive, consumer
electronics and other sectors. Upon closing of the transaction, the
combined company will be renamed "Aeva, Inc." and is expected to
continue to be listed on the New York Stock Exchange and trade
under the ticker symbol "AEVA."
Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of
over 100 experienced leaders, engineers, and operators, Aeva is
actively engaged with thirty of the top players in automated and
autonomous driving across passenger, trucking and mobility.
- In 2019, Aeva announced a partnership with Audi's Autonomous
Intelligent Driving entity. Aeva has also partnered with multiple
other passenger car, trucking and mobility platforms to further
adoption of ADAS and autonomous applications.
- Aeva is in a production partnership with ZF, one of the world's
largest automotive Tier 1 manufacturers to top OEMs, to supply the
first automotive grade 4D LiDAR from select ZF production plants.
The partnership — Aeva's expertise in FMCW LiDAR technology
combined with ZF's experience in industrialization of automotive
grade sensors — represents a key commitment to accelerate mass
production of safe and scalable 4D LiDAR technology.
With its powerful software stack, Aeva plans to bring its
perception platform to a range of industries beyond automotive,
including consumer electronics, consumer health, industrial
robotics, and security.
Unlike legacy LiDAR, which relies on Time of Flight (ToF)
technology and measures only depth and reflectivity, Aeva's
groundbreaking solution uses a unique Frequency Modulated
Continuous Wave (FMCW) technology to measure velocity in addition
to depth, reflectivity and inertial motion. Aeva's innovative FMCW
technology draws on significantly less power than other available
technologies, including ToF, to bring perception to broad
applications at an industry-leading cost.
"From the beginning our vision has been to create a
fundamentally new sensing system to enable perception across all
devices. This milestone accelerates our journey toward delivering
the next paradigm in perception to mass market applications, not
just in automotive but consumer and beyond," said Soroush Salehian, Co-founder and CEO at
Aeva.
Mina Rezk, Co-founder and CTO at
Aeva, said, "From the beginning, we believed that the only way to
achieve the holy grail of LiDAR is to be integrated on a chip. Over
the last four years, we did it by leveraging Aeva's unique coherent
FMCW approach. With today's announcement, we can use our
development efforts to expand into new markets that were simply not
possible before."
Ahmed Fattouh, Chairman and Chief
Executive Officer of InterPrivate said, "We look forward to
our combination with Aeva, which was the clear stand-out amongst
the 100+ merger targets we evaluated. The Company's breakthrough
technology combines the key advantages of LiDAR, Radar, Motion
Sensing, and Vision in a single compact chip. As a result of this
transaction, including the upsized PIPE private placement, Aeva is
not expected to require any additional funding to achieve
significant cash flow through its commercial partnerships with
world class customers. Soroush, Mina and their team are
revolutionizing sensing solutions not only for the automotive
industry, but ultimately across all devices."
Transaction overview
The combined company will have an implied pro forma equity value
of approximately $2.1 billion at
closing, and Aeva's existing stockholders will hold approximately
80% of the issued and outstanding shares of common stock of the
combined company immediately following the closing.
Cash proceeds in connection with the transaction will be funded
through a combination of (i) the issuance of approximately
$120 million of common stock through
a fully committed private placement at $10.00 per share, including investments from
Adage Capital and Porsche SE, (ii) the issuance of
$ 1.7 billion of new common stock of
InterPrivate to current stockholders of Aeva subject to customary
adjustments and (iii) $243 million of
cash held in trust assuming no redemptions by InterPrivate's
existing public stockholders.
The boards of directors of both InterPrivate and Aeva have
unanimously approved the proposed business combination. Completion
of the proposed business combination is subject to, among other
things, the approval by InterPrivate and Aeva stockholders and the
satisfaction or waiver of other customary closing conditions,
including a registration statement being declared effective by the
Securities and Exchange Commission (the "SEC"), and is expected to
occur in the first quarter of 2021.
Following completion of the transaction, Aeva will retain its
experienced management team. Soroush
Salehian will continue to serve as Chief Executive Officer,
Mina Rezk will continue to serve as
Chief Technology Officer and Saurabh
Sinha will continue to serve as Chief Financial Officer.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor and
lead private placement agent on the PIPE offering, and Greenberg
Traurig is serving as legal advisor to InterPrivate. Credit Suisse
Securities (USA) LLC is acting as
capital markets advisor, and Latham & Watkins LLP is serving as
legal advisor to Aeva. Credit Suisse Securities (USA) LLC also served as placement agent on the
PIPE offering for InterPrivate. Additionally, Davis Polk & Wardwell LLP is serving as
legal counsel to Morgan Stanley & Co. LLC and Credit Suisse
Securities (USA) LLC.
Investor Conference Call
To listen to the investor
conference call, click here.
About Aeva
Aeva was founded in 2017 by Soroush
Salehian and Mina Rezk, both
of whom are former engineering leaders at Apple & Nikon.
Headquartered in Mountain View,
California, Aeva is building the next-generation of sensing
and perception for autonomous vehicles and beyond. Aeva is backed
by Adage Capital, Porsche SE, Lux Capital and Canaan Partners,
amongst others. For more information, visit www.aeva.com.
About InterPrivate Acquisition Corp.
InterPrivate is a blank check company organized for the purpose
of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
InterPrivate is controlled by affiliates of Ahmed M. Fattouh, Chairman and Chief Executive
Officer, and InterPrivate LLC, a private investment firm founded by
Mr. Fattouh that invests on behalf of a consortium of family
offices in partnership with independent sponsors from the private
equity and venture capital industries. InterPrivate focused its
efforts on evaluating business combination targets by leveraging
InterPrivate's network of independent sponsors, family offices and
private equity and venture capital firms. InterPrivate is an
emerging growth company as defined in the Jumpstart Our Business
Startups Act of 2012.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Aeva and InterPrivate, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by Aeva
and the markets in which it operates, and Aeva's projected future
results. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release, including, but
not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of InterPrivate's securities, (ii) the risk that the
transaction may not be completed by InterPrivate's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
InterPrivate, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
business combination agreement by the stockholders of InterPrivate
and Aeva, the satisfaction of the minimum trust account amount
following redemptions by InterPrivate's public stockholders and the
receipt of certain governmental and regulatory approvals, (iv) the
lack of a third party valuation in determining whether or not to
pursue the proposed transaction, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vi) the effect of
the announcement or pendency of the transaction on Aeva's business
relationships, performance, and business generally, (vii) risks
that the proposed transaction disrupts current plans of Aeva and
potential difficulties in Aeva employee retention as a result of
the proposed transaction, (viii) the outcome of any legal
proceedings that may be instituted against Aeva or against
InterPrivate related to the agreement and plan of merger or the
proposed transaction, (ix) the ability to maintain the listing of
InterPrivate's securities on the New York Stock Exchange, (x) the
price of InterPrivate's securities may be volatile due to a variety
of factors, including changes in the competitive and highly
regulated industries in which Aeva plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Aeva's business and changes in the combined capital
structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities,
(xii) the risk of downturns and the possibility of rapid change in
the highly competitive industry in which Aeva operates, (xiii) the
risk that Aeva and its current and future collaborators are unable
to successfully develop and commercialize Aeva's products or
services, or experience significant delays in doing so, (xiv) the
risk that Aeva may never achieve or sustain profitability; (xv) the
risk that Aeva will need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or
at all; (xvi) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xvii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Aeva's products and services,
(xix) the risk that Aeva is unable to secure or protect its
intellectual property and (xx) the risk that the post-combination
company's securities will not be approved for listing on the New
York Stock Exchange or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of
InterPrivate's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, the registration statement on Form S-4 and proxy
statement/consent solicitation statement/prospectus discussed below
and other documents filed by InterPrivate from time to time
with the SEC. These filings 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. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Aeva and InterPrivate assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Aeva nor InterPrivate gives
any assurance that either Aeva or InterPrivate will achieve its
expectations.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Aeva and InterPrivate. This press release does 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. InterPrivate
intends to file a registration statement on Form S-4 that will
include a proxy statement of InterPrivate, a consent solicitation
statement of Aeva and a prospectus of InterPrivate. The proxy
statement/consent solicitation statement/prospectus will be sent to
all InterPrivate and Aeva stockholders. InterPrivate also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of InterPrivate and Aeva are urged to read the registration
statement, the proxy statement/consent solicitation
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/consent solicitation
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by InterPrivate through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed by InterPrivate may be obtained free of charge from
InterPrivate's website at https://ipvspac.com/ or by written
request to InterPrivate at InterPrivate Acquisition Corp., 1350
Avenue of the Americas, New York,
NY 10019.
Participants in the Solicitation
InterPrivate and Aeva and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from InterPrivate's stockholders in connection with the
proposed transaction. Information about InterPrivate's directors
and executive officers and their ownership of InterPrivate's
securities is set forth in InterPrivate's filings with the SEC,
including InterPrivate's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, which
was filed with the SEC on March 30,
2020. To the extent that holdings of InterPrivate's
securities have changed since the amounts printed in InterPrivate's
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy statement/consent
solicitation statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
1. All dollar amounts and equity valuations
included in this press release assume there are no redemptions from
the InterPrivate trust account in connection with the closing of
the business combination.
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Press Contacts
InterPrivate
Charlotte Luer, Marketing
cluer@interprivate.com
+1-239-404-6785
Aeva
Scott Rubin, Public Relations
press@aeva.ai
+1-415-494-1275
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SOURCE InterPrivate Acquisition Corp.
