- Polestar is a global pure play, premium electric vehicle (“EV”)
company based in Sweden, with a mission to produce progressive,
electric performance cars designed and engineered without
compromise
- Transaction implies an enterprise value of approximately USD 20
billion
- Polestar currently has two award-winning cars in production and
rapidly growing sales in 14 active markets across three
continents
- Proceeds from the business combination are expected to be used
to help fund significant investment in products and the expansion
of operations and markets to create a leading company in the
rapidly growing global premium EV market
- Transaction includes approximately USD 800 million of cash from
Gores Guggenheim, Inc.’s trust account (subject to applicable
stockholder redemption rights) and USD 250 million in cash from
PIPE financing anchored by top-tier institutional investors
- Existing Polestar investors include Volvo Car Group and
affiliates of Geely Chairman Eric Li, and actor and activist
Leonardo DiCaprio, amongst others
Polestar Performance AB and its affiliates (“Polestar” or the
“Company”), the global electric performance car company, and Gores
Guggenheim, Inc. (“Gores Guggenheim”) (Nasdaq: GGPI, GGPIW and
GGPIU), a special purpose acquisition company (“SPAC”) formed by
affiliates of The Gores Group and Guggenheim Capital, LLC,
announced today that they have entered into a definitive business
combination agreement (the “Business Combination Agreement”). Upon
closing of the proposed business combination, the combined company
will be held by a new public company that will be named Polestar
Automotive Holding UK Limited, which is expected to be listed on
Nasdaq under the ticker symbol “PSNY”. The transaction implies an
enterprise value of approximately USD 20 billion.
Founded in 2017 by Volvo Cars and Zhejiang Geely Holding,
Polestar is a global pure play, premium electric performance
vehicle manufacturer. The Company’s two award-winning electric
performance cars, Polestar 1 and Polestar 2, are currently on roads
across Europe, North America and Asia. In addition, the Company has
plans to launch three new models by 2024. Polestar delivered
approximately 10,000 vehicles in 2020 and expects to sell
approximately 290,000 vehicles per year by 2025. Existing investors
include Volvo Car Group and affiliates of Geely Chairman Eric Li,
and actor and activist Leonardo DiCaprio, amongst others.
Polestar has drawn extensively on the industrial heritage,
knowledge and market infrastructure of Volvo Cars. Polestar’s
combination of deep automotive expertise, paired with its
cutting-edge technologies and agile, entrepreneurial culture,
underpins the Company’s potential for growth and success.
Sustainability is at the core of Polestar’s business model, and the
Company has ambitious industry-leading targets, including the goals
to develop a truly climate-neutral car by 2030 and to be the most
transparent pure play electric vehicle company.
Thomas Ingenlath, Chief Executive Officer of Polestar, says:
“This is a really exciting time for Polestar. With two
award-winning cars on the road today in 14 active markets across
three continents, we seek to expand to 30 markets by 2023. We are
thrilled about the targeted addition of three new premium electric
cars to our line-up by 2024, starting with our first SUV expected
in 2022. In Alec and the Gores Guggenheim team, we have found a
partner with an impressive track record of bringing leading
companies to the public markets. The proposed business combination
and listing position Polestar as a financially strong, future
proof, global electric car company. It will enable us to accelerate
our growth, strategy and most importantly, our mission towards
sustainable mobility.”
Alec Gores, Chairman and Chief Executive Officer of The Gores
Group and Chairman of Gores Guggenheim, states, “Polestar is a
stand-out company in the EV space – a design-led,
sports-performance oriented electric OEM focused on
industry-leading sustainability solutions. The Company is truly
differentiated from others given its premier vehicles, attractive
financial profile, strong track record of performance, and the fact
that it already has cars on the road across the globe. I had the
privilege of seeing the line-up of upcoming models, and the cars
represent best-in-class innovation and industry-leading design that
set the brand apart. Driven by an incredible leadership team with
Thomas at the helm, Polestar is well-positioned to capitalize on
this exciting and dynamic time for car manufacturers.”
Polestar Investment Highlights
- Global premium EV player already in mass production, setting
new standards for sustainability, design, technology and
performance with two award-winning cars on the road
- Operating in some of the fastest growing EV segments
representing a huge global opportunity with a distribution
footprint targeted to cover a majority of the market on three
continents by 2025
- Differentiated asset-light model with immediate operating
leverage targeted to create a capital-efficient global premium EV
company
- Expected to enter an exciting period of rapid growth starting
with the launch of its first premium electric SUV, the Polestar 3,
in 2022, plans to launch two additional new models by 2024, and
expand global distribution footprint to 30 markets by 2023
- Ambitious sustainability commitments with the goals of
developing a truly climate-neutral car by 2030 and being the most
transparent pure EV company
- Digital-first consumer approach, with differentiated purchase
and service model, enables rapid scalability and aims to deliver
exceptional customer experience
- Visionary and experienced management team has fostered a
culture focused on innovation
Transaction Overview
The transaction implies an enterprise value of approximately USD
20 billion for the combined company, representing approximately
3.0x 2023E revenue and 1.5x 2024E revenue. Current Polestar equity
holders will retain approximately 94% ownership in Polestar and
roll 100% of their equity interests into the pro forma company.
Concurrently with the consummation of the proposed business
combination, investors have committed to purchase USD 250 million
of securities of the combined company (the “PIPE investment”). The
USD 250 million PIPE investment is anchored by top-tier
institutional investors. Assuming no share redemptions by the
public stockholders of Gores Guggenheim, approximately USD 800
million in cash currently held in Gores Guggenheim’s trust account,
together with the approximately USD 250 million in PIPE investment
proceeds (excluding transaction expenses) is expected to be used to
help fund significant investment in new models and the expansion of
operations and markets.
The proposed business combination, which has been unanimously
approved by both the Board of Directors of Gores Guggenheim and the
Board of Directors of Polestar, is expected to close in the first
half of 2022, subject to approval by Gores Guggenheim’s
stockholders and other customary closing conditions.
Advisors
Citi is acting as exclusive financial advisor to Polestar and is
acting as joint placement agent on the PIPE. Kirkland & Ellis
LLP is serving as legal advisor to Polestar.
Deutsche Bank Securities Inc. is acting as financial advisor and
lead capital markets advisor to Gores Guggenheim, Inc., and joint
placement agent on the PIPE. Morgan Stanley and Guggenheim
Securities, LLC are acting as financial advisor to Gores
Guggenheim, Inc. and joint placement agents on the PIPE. Barclays
is also acting as financial advisor to Gores Guggenheim. Weil,
Gotshal & Manges LLP and Hannes Snellman are serving as legal
advisor to Gores Guggenheim and Latham & Watkins LLP is serving
as legal advisor to the placement agents.
Additional information about the proposed business combination,
including a copy of the Business Combination Agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Gores Guggenheim with the SEC, and will be available at
www.sec.gov.
Conference Call Information
Management of Polestar and Gores Guggenheim will host an
investor conference call on Monday, September 27, 2021 at 9:00 am
EDT / 3:00 pm CET to discuss the proposed business combination. The
call can be accessed by dialing +1 (833) 470-1428 (domestic
toll-free number) or +1 (404) 975-4839 (international) and
providing the conference ID 199774. A replay of the call can be
accessed by dialing +1 (855) 213-8235 (domestic toll-free number)
or +1 (571) 982-7683 (international) and providing the conference
ID 643163#. Alternatively, a webcast of the call can be accessed by
visiting https://www.netroadshow.com/ with the entry code
“drive489”. A replay of the webcast can be accessed by visiting
https://www.netroadshow.com/nrs/home/#!/?show=d413d154.
About Polestar
Polestar is a Swedish premium electric performance car brand
founded by Volvo Cars and Geely Holding. Established in 2017,
Polestar enjoys specific technological and engineering synergies
with Volvo Cars and benefits from significant economies of scale as
a result. The Company is headquartered in Gothenburg, Sweden, and
its vehicles are available and on the road in fourteen active
global markets across Europe, North America and China. In 2021,
Polestar is expanding into five new markets in the Asia Pacific
region.
Polestar produces two electric performance cars. The Polestar 1
is a low-volume electric performance hybrid GT with a carbon fiber
body, 609 hp, 1,000 Nm of torque and an electric-only range of 124
km (WLTP) – the longest of any 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 of
torque.
In the future, the Polestar 3 electric performance SUV is
expected to join the portfolio, as well as the Precept – a design
study vehicle released in 2020 that is slated for future
production. Precept showcases the brand’s future vision in terms of
sustainability, digital technology and design. In April 2021,
Polestar announced an important goal of creating a truly
climate-neutral car by 2030.
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.
About The Gores Group, LLC
Founded in 1987, The Gores Group is a global investment firm
focused on partnering with differentiated businesses that can
benefit from the firm’s extensive industry knowledge and decades
long experience. Gores Guggenheim and The Gores Group are separate
entities with separate management, although there is overlap in
size and industry of target acquisition and personnel involved. To
date, affiliates of The Gores Group have announced or closed nine
business combinations representing $58 billion in transaction value
which include: Hostess (Gores Holdings, Inc.), Verra Mobility
(Gores Holdings II, Inc.), PAE (Gores Holdings III, Inc.), Luminar
(Gores Metropoulos, Inc.), United Wholesale Mortgage (Gores
Holdings IV, Inc.), Ardagh Metal Packaging (Gores Holdings V,
Inc.), Matterport (Gores Holdings VI, Inc.),Sonder (pending; Gores
Metropoulos II, Inc.), and Polestar (pending; Gores Guggenheim).
For more information, please visit www.gores.com.
About Guggenheim Partners
With over 2,300 professionals based in offices around the world,
Guggenheim Partners’ commitment is to advance the strategic
interests of our clients and to deliver long-term results with
excellence and integrity. Guggenheim Securities, the investment
banking and capital markets business of Guggenheim Partners, offers
services that fall into four broad categories: Advisory, Financing,
Sales and Trading, and Research. We invite you to learn more about
our expertise and values by visiting GuggenheimPartners.com and
following us on Twitter at twitter.com/guggenheimptnrs.
Forward-Looking Statements
Certain statements in this press release (“Press Release”) 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 Gores Guggenheim, Polestar
Performance AB and/or its affiliates (the “Company”) and Polestar
Automotive Holding UK Limited (“ListCo”). For example, projections
of future Adjusted EBITDA or revenue 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 Gores Guggenheim
and its management, and the Company 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: (1) 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
between Gores Guggenheim, the Company, ListCo and the other parties
thereto (the “Business Combination”); (2) the outcome of any legal
proceedings that may be instituted against Gores Guggenheim, the
combined company or others following the announcement of the
Business Combination and any definitive agreements with respect
thereto; (3) the inability to complete the Business Combination due
to the failure to obtain approval of the stockholders of Gores
Guggenheim, to obtain financing to complete the Business
Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the 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 Business Combination; (5) the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; (6) the risk that the Business Combination disrupts
current plans and operations of the Company as a result of the
announcement and consummation of the Business Combination; (7) the
ability to recognize the anticipated benefits of the 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; (8) costs
related to the Business Combination; (9) risks associated with
changes in applicable laws or regulations and the Company’s
international operations; (10) the possibility that the Company or
the combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the Company’s estimates
of expenses and profitability; (12) the Company’s ability to
maintain agreements or partnerships with its strategic partners
Volvo Cars and Geely and to develop new agreements or partnerships;
(13) the Company’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; (14) the Company’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; (15) the Company’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; (16)
delays in the design, manufacture, launch and financing of the
Company’s vehicles and the Company’s reliance on a limited number
of vehicle models to generate revenues; (17) the Company’s ability
to continuously and rapidly innovate, develop and market new
products; (18) risks related to future market adoption of the
Company’s offerings; (19) increases in costs, disruption of supply
or shortage of materials, in particular for lithium-ion cells or
semiconductors; (20) the Company’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 the Company by its partners in
order for the Company to be able to increase its vehicle production
capacities; (21) risks related to the Company’s distribution model;
(22) 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 the Company’s future business; (23) changes
in regulatory requirements, governmental incentives and fuel and
energy prices; (24) the impact of the global COVID-19 pandemic on
Gores Guggenheim, the Company, the Company’s post business
combination’s projected results of operations, financial
performance or other financial metrics, or on any of the foregoing
risks; and (25) other risks and uncertainties set forth in the
section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in Gores Guggenheim’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 U.S. Securities and
Exchange Commission (the “SEC”) by Gores Guggenheim or ListCo,
including the Registration/Proxy Statement (as defined below).
There may be additional risks that neither Gores Guggenheim, the
Company nor ListCo presently know or that Gores Guggenheim, the
Company 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 Gores
Guggenheim, the Company nor ListCo undertakes any duty to update
these forward-looking statements.
Projections
This Press Release contains financial forecasts with respect to
the Company’s projected financial results, including revenue, for
the Company's fiscal years 2021 through 2025. The Company's
independent auditors have not audited, reviewed, compiled or
performed any procedures with respect to the projections for the
purpose of their inclusion in this Press Release, and accordingly,
they did not express an opinion or provide any other form of
assurance with respect thereto for the purpose of this Press
Release. These projections should not be relied upon as being
necessarily indicative of future results. The assumptions and
estimates underlying the prospective financial information are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results
are indicative of the future performance of the Company or that
actual results will not differ materially from those presented in
the prospective financial information. Inclusion of the prospective
financial information in this Press Release should not be regarded
as a representation by any person that the results contained in the
prospective financial information will be achieved.
Actual results may differ as a result of the completion of the
Company's financial reporting period closing procedures, review
adjustments and other developments that may arise between now and
the time such financial information for the period is finalized. As
a result, these estimates are preliminary, may change and
constitute forward-looking information and, as a result, are
subject to risks and uncertainties. Neither the Company’s nor Gores
Guggenheim’s independent registered accounting firm has audited,
reviewed or compiled, examined or performed any procedures with
respect to the preliminary results, nor have they expressed any
opinion or any other form of assurance on the preliminary financial
information.
Additional Information
In connection with the proposed Business Combination, (i) ListCo
is expected to file with the SEC a registration statement on Form
F-4 containing a preliminary proxy statement of Gores Guggenheim
and a preliminary prospectus (the “Registration/Proxy Statement”),
and (ii) Gores Guggenheim will file 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 after the
Registration/Proxy Statement is declared effective. The
Registration/Proxy Statement will contain important information
about the proposed Business Combination and the other matters to be
voted upon at a meeting of Gores Guggenheim stockholders to be held
to approve the proposed Business Combination. 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 Business Combination. Before making any voting or
other investment decisions, securityholders of Gores Guggenheim and
other interested persons are advised to read, when available, the
Registration/Proxy Statement and the amendments thereto and the
Definitive Proxy Statement and other documents filed in connection
with the proposed Business Combination, as these materials will
contain important information about Gores Guggenheim, the Company,
ListCo and the Business Combination. When available, the
Definitive Proxy Statement and other relevant materials for the
proposed Business Combination will be mailed to stockholders of
Gores Guggenheim as of a record date to be established for voting
on the proposed Business Combination. Stockholders will also be
able to obtain copies of the Registration/Proxy Statement, 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 the Solicitation
Gores Guggenheim and certain of its directors and executive
officers may be deemed participants in the solicitation of proxies
from Gores Guggenheim’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 Gores
Guggenheim is set forth in Gores Guggenheim’s filings with the SEC
(including Gores Guggenheim’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 will be contained in the Registration/Proxy
Statement for the proposed Business Combination when available.
The Company 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 Gores Guggenheim
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 will
be included in the Registration/Proxy Statement for the proposed
Business Combination when available.
No Offer and Non-Solicitation
This Press Release 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 shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Gores Guggenheim, the Company or ListCo, 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 of the Securities
Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210927005346/en/
For inquiries regarding The Gores Group and affiliates:
Jennifer Kwon Chou Managing Director The Gores Group 310-209-3010
jchou@gores.com
John Christiansen/Cassandra Bujarski/Danya Al-Qattan Sard
Verbinnen & Co GoresGroup-SVC@sardverb.com
For inquiries regarding Polestar: Jonathan Goodman
Polestar jonathan.goodman@polestar.com
Andrew Lytheer Polestar andrew.lytheer@polestar.com
John Paolo Canton Polestar jp.canton@polestar.com
Simon Pilkington / Harry Cameron Tulchan Communications
polestar@tulchangroup.com
For inquiries regarding Guggenheim Partners and
affiliates: Steven Lee 212-293-2811
steven.lee@guggenheimpartners.com
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