Tempo Automation, (“Tempo” or the “Company”), a leading
software-accelerated electronics manufacturer, and ACE Convergence
Acquisition Corp. (“ACE”) (Nasdaq: ACEV), a special purpose
acquisition company, announced today that the Company has secured
an aggregate principle amount of $200 million from the issuance of
13.00% (per annum payable semi-annually, 8.00% in cash plus 5.00%
in kind) Convertible Senior Notes due in 2025 (the “Notes”). The
$200 million aggregate principal amount of the Notes consists of a
$175 million investment from funds managed by Oaktree Capital
Management, L.P. (“Oaktree”), a leading global alternative
investment management firm, and $25 million from an investment
partner of ACE as a replacement for a previously announced
investment, for a total of $175 million of new financing. The Notes
are anticipated to fund concurrently with the closing of the
proposed business combination of Tempo and ACE (the “Proposed
Business Combination”).
As previously announced on October 14, 2021, Tempo and ACE, a
special purpose acquisition company focusing on industrial and
enterprise IT, along with ACE Convergence Subsidiary Corp., entered
into an agreement and plan of merger relating to the Proposed
Business Combination. Upon the closing of the Proposed Business
Combination, which is subject to the satisfaction or waiver of the
conditions stated in the merger agreement and other customary
closing conditions, the combined entity is expected to be renamed
“Tempo Automation Holdings, Inc.” and shares of its common stock
are expected to trade on The Nasdaq Stock Market LLC (“Nasdaq”)
under the ticker symbol “TMPO”. Tempo and ACE currently expect the
transaction to be closed, subject to respective shareholder
approvals, in Q1 or Q2 2022. The $175 million of new financing will
replace the existing $54 million in net proceeds from the
previously announced senior term debt facility. Including this new
financing from Oaktree and the previously announced financing from
ACE’s affiliates (which is being replaced by the aforementioned
investment from an investment partner of ACE), the company will
have more than $500 million in proceeds, assuming no redemptions in
connection with the closing of the Proposed Business
Combination.
The additional financing from Oaktree further strengthens the
roster of leading investors supporting the closing of Tempo’s
Proposed Business Combination. These investment funds are expected
to accelerate Tempo’s ability to power innovation with
transformative software and manufacturing capabilities.
"We know that Oaktree has a high bar for the quality of firms it
invests in,” said Joy Weiss, President and Chief Executive Officer
of Tempo. “We are excited to have Oaktree’s endorsement of Tempo’s
business opportunity and look forward to collaborating with them on
realizing its full potential.”
About Tempo Automation
Tempo is a leading software-accelerated electronics
manufacturer, transforming the way top companies innovate and bring
new products to market. Tempo’s unique automated manufacturing
platform optimizes the complex process of printed circuit board
manufacturing to deliver unmatched quality, speed and agility. The
platform’s all-digital process automation, data-driven
intelligence, and connected smart factory create a distinctive
competitive advantage for customers—to deliver tomorrow’s products
today. From rockets to robots, autonomous cars to drones, many of
the fastest-moving companies in industrial tech, medical
technology, space, and other industries partner with Tempo to
accelerate innovation and set a new tempo for progress. Learn more
at tempoautomation.com.
About Oaktree
Oaktree is a leader among global investment managers
specializing in alternative investments, with $158 billion in
assets under management as of Sept. 30, 2021. The firm emphasizes
an opportunistic, value-oriented and risk-controlled approach to
investments in credit, private equity, real assets and listed
equities. The firm has over 1,000 employees and offices in 19
cities worldwide. For additional information, please visit
Oaktree's website at http://www.oaktreecapital.com.
About ACE
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) is a $230
million special purpose acquisition company focusing on industrial
and enterprise IT and semiconductors. For more information, please
visit: http://acev.io/.
Advisors
Citigroup Global Markets Inc. is acting as exclusive financial
advisor to Tempo, and Latham & Watkins LLP is acting as its
legal counsel. Jefferies LLC is exclusive financial advisor and
capital markets advisor to ACE, and Skadden, Arps, Slate, Meagher
& Flom LLP is acting as its legal counsel. Citigroup Global
Markets Inc. and Jefferies LLC acted as joint placement agents to
ACE on the PIPE transaction. Cantor Fitzgerald & Co. also
served as a capital markets advisor and Northland Securities, Inc.
is also serving as financial advisor to ACE. Stroock & Stroock
& Lavan LLP is acting as legal counsel to Oaktree.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Proposed Business Combination between Tempo Automation, Inc.
(collectively with its subsidiaries and pro forma for its
acquisition of Compass AC Holdings, Inc. and Whizz Systems, Inc.,
“Tempo”), and ACE Convergence Acquisition Corp. (“ACE”), including
statements regarding the benefits of the Proposed Business
Combination, the anticipated timing of the Proposed Business
Combination, the services offered by Tempo and the markets in which
it operates, and Tempo’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 that could cause the
actual results to differ materially from the expected results. Many
factors could cause actual future events to differ materially from
the forward-looking statements in this document, including but not
limited to: (i) the risk that the Proposed Business Combination may
not be completed in a timely manner or at all, which may adversely
affect the price of ACE’s securities, (ii) the risk that the
acquisition by Tempo Automation, Inc. of each of Compass AC
Holdings, Inc. and Whizz Systems, Inc. may not be completed in a
timely manner or at all, (iii) the risk that the Proposed Business
Combination may not be completed by ACE’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by ACE, (iv) the failure to
satisfy the conditions to the consummation of the Proposed Business
Combination, including the receipt of the requisite approvals of
ACE’s shareholders and Tempo’s stockholders, respectively, the
satisfaction of the minimum trust account amount following
redemptions by ACE’s public shareholders and the receipt of certain
governmental and regulatory approvals, (v) the lack of a third
party valuation in determining whether or not to pursue the
Proposed Business Combination, (vi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vii) the effect
of the announcement or pendency of the Proposed Business
Combination on Tempo’s business relationships, performance, and
business generally, (viii) risks that the Proposed Business
Combination disrupts current plans of Tempo and potential
difficulties in Tempo employee retention as a result of the
Proposed Business Combination, (ix) the outcome of any legal
proceedings that may be instituted against Tempo or against ACE
related to the agreement and plan of merger or the Proposed
Business Combination, (x) the ability to maintain the listing of
ACE’s securities on The Nasdaq Stock Market LLC, (xi) the price of
ACE’s securities may be volatile due to a variety of factors,
including changes in the competitive and highly regulated
industries in which Tempo plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Tempo’s business and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
Proposed Business Combination, and identify and realize additional
opportunities, (xiii) the risk of downturns in the highly
competitive industry in which Tempo operates, (xiv) the impact of
the global COVID-19 pandemic, (xv) the enforceability of Tempo’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security, (xvi) the
ability of Tempo to protect the intellectual property and
confidential information of its customers, (xvii) the risk of
downturns in the highly competitive additive manufacturing
industry, and (xviii) other risks and uncertainties described in
ACE’s registration statement on Form S-1 (File No. 333-239716),
which was originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 6, 2020 (as amended, the “Form
S-1”), and Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, filed with the SEC on March 17, 2021 and
subsequently amended on May 6, 2021, and on December 13, 2021 (the
“Form 10-K”), and its subsequent Quarterly Reports on Form 10-Q.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the Form
S-1, the Form 10-K, Quarterly Reports on Form 10-Q, the
Registration Statement (as defined below), the proxy
statement/prospectus contained therein, and the other documents
filed by ACE 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. These risks and
uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. 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 Tempo and
ACE 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, except as required by
securities and other applicable laws. Neither Tempo nor ACE gives
any assurance that either Tempo or ACE, respectively, will achieve
its expectations.
Additional Information and Where to Find It
ACE has filed a registration statement on Form S-4 (the
“Registration Statement”) with the SEC, which includes a
preliminary proxy statement/prospectus of ACE, and certain related
documents, to be used at the meeting of its shareholders to approve
the Proposed Business Combination and related matters. After the
Registration Statement has been filed and declared effective, ACE
will mail a definitive proxy statement, when available, to its
shareholders. The Registration Statement includes information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to ACE’s shareholders
in connection with the Proposed Business Combination. ACE may also
file other documents regarding the Proposed Business Combination
with the SEC. Before making any voting decision, investors and
security holders of ACE and Tempo are urged to read the
Registration Statement, the proxy statement/prospectus contained
therein, and all other relevant documents filed or that will be
filed with the SEC in connection with the Proposed Business
Combination as they become available because they will contain
important information about the Proposed Business Combination.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by ACE through
the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by ACE may be obtained free of charge from ACE’s
website at http://acev.io/ or by written request to ACE at ACE
Convergence Acquisition Corp., 1013 Centre Road, Suite 403S,
Wilmington, DE 19805.
Participants in the Solicitation
ACE and Tempo and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from ACE’s
shareholders in connection with the Proposed Business Combination.
Information about ACE’s directors and executive officers and their
ownership of ACE’s securities is set forth in ACE’s filings with
the SEC, including the Form 10-K. To the extent that holdings of
ACE’s securities have changed since the amounts printed in the Form
10-K, 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 Business
Combination may be obtained by reading the proxy
statement/prospectus regarding the Proposed Business Combination.
You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This press release shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination.
This press release shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of ACE, the combined
company or Tempo, nor shall there be any sale of 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 any such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20220119005476/en/
Media Contact: BOCA Communications for Tempo Automation
tempoautomation@bocacommunications.com
Investor Relations Contact: Mark Roberts
Mark@blueshirtgroup.com tempoautomation@blueshirtgroup.com
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