MELBOURNE, Fla.
and CLEVELAND, Ohio,
Dec. 21, 2021 /PRNewswire/
-- UAM, LLC ("Eve"), a leader in the development of
next-generation Urban Air Mobility ("UAM") solutions, has entered
into a definitive business combination agreement with Zanite
Acquisition Corp. ("Zanite") (Nasdaq: ZNTE, ZNTEU, ZNTEW), a
special purpose acquisition company focused on the aviation sector.
Upon closing of the transaction, Zanite will change its name to
Eve Holding, Inc. ("Eve Holding") and will be listed on the New York
Stock Exchange (the "NYSE") under the new ticker symbol, "EVEX" and
"EVEXW." Embraer S.A. ("Embraer"), through its subsidiary Embraer
Aircraft Holding, Inc., will remain a majority stockholder with an
approximately 82% equity stake in Eve
Holding following the closing of the business combination,
including its investment in the PIPE.
Eve's strategic partnership with Embraer is a key competitive
advantage. In connection with the transaction, Embraer has
contributed its UAM-related assets, employees and IP to Eve. In
addition, Embraer has granted Eve a royalty-free license to
Embraer's background IP to be used within the UAM market. Eve has
access to thousands of skilled Embraer employees on a flexible,
first priority basis and use of Embraer's global infrastructure on
preferred terms, pursuant to the terms of certain services
agreements between Embraer and Eve. The strategic alignment with
Embraer provides Eve with significant cost and execution advantages
relative to other UAM participants.
"We believe that the urban air mobility market has enormous
potential to expand in the coming years based on an efficient,
zero-emissions transport proposition, and that with this business
combination, Eve is very well positioned to become one of the major
players in this segment," said Francisco
Gomes Neto, president and CEO of Embraer. "As a global
aerospace company, with leadership position in multiple segments,
we understand that innovation and technology play a strategic role
in driving sustainable growth and redefining the future of
aviation."
Eve is the first company to graduate from EmbraerX, the market
accelerator created in 2017 by Embraer, a global leader in the
aviation industry with a more than 50-year history of aircraft
manufacturing and certification expertise. With a singular
focus on a potential $760 billion
urban air mobility ("UAM") addressable market, Eve has introduced a
comprehensive, practical and capital efficient UAM solution
spanning electric vertical takeoff and landing vehicle ("eVTOL")
design and production, service and support, fleet operations and
urban air traffic management. By leveraging the ongoing support and
resources of Embraer and the anticipated proceeds from the business
combination, the parties to the transaction believe that Eve is
uniquely positioned to develop, certify and commercialize its UAM
solutions on a global scale.
"The Zanite team is extremely proud to partner with Eve and
Embraer in this transaction. After an extensive search, we
selected Eve because of its simple and certifiable eVTOL design,
its capital efficient approach to fleet operations and Embraer's
global footprint that we believe will enable Eve to not only reach
vehicle type certification, but to scale its manufacturing, support
and operations globally," said Kenn
Ricci, Co-CEO of Zanite and Principal of Directional
Aviation Capital, a member of Zanite's sponsor.
Eve will be led by co-CEOs Jerry
DeMuro, who most recently served as CEO of BAE Systems,
Inc., and Andre Stein, who has led
Eve since its inception and served in leadership roles with Embraer
for more than two decades. "Urban air mobility is a
transformational opportunity in the aviation sector. I joined
Eve because I believe that there is no company better positioned to
capitalize on the tremendous potential of this emerging market,"
said Jerry DeMuro, Co-CEO.
Andre Stein, Co-CEO, added, "Eve was
founded on a vision to accelerate the UAM ecosystem, make safe and
affordable urban air transportation available to all citizens,
while reducing global carbon emissions. The transaction announced
today with Zanite is a major milestone that will accelerate our
strategic plan and support us in realizing our vision."
Eve has formed a powerful network of dozens of highly respected
strategic partners spanning the UAM ecosystem, including fleet
operators, ride sharing partners, vertiport providers, aircraft
lessors, financing partners, renewable energy providers and leaders
in the defense and technology sectors. From this partner network,
Eve has secured launch orders from 17 customers, via non-binding
letters of intent, resulting in a pipeline of 1,735 vehicles valued
at approximately $5.2 billion.
Transaction Overview
The business combination values Eve at an implied $2.4 billion enterprise value. Upon closing of
the transaction, and assuming no redemptions by Zanite's
stockholders, Eve will have approximately $512 million in cash, resulting in a total pro
forma equity value of approximately $2.9
billion. Cash proceeds raised in the transaction are
expected to be used to fund operations, support growth and for
general corporate purposes. The proceeds will be funded through a
combination of Zanite's approximately $237
million cash in trust, assuming no redemptions by Zanite's
stockholders, and a $305 million PIPE
of common stock at $10.00 per share,
comprised of commitments of $175
million from Embraer, $25
million from Zanite's sponsor and $105 million from a consortium of leading
financial and strategic investors including Azorra Aviation, BAE
Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways,
Rolls-Royce and SkyWest, Inc. In connection with such
commitments, Embraer has entered into arrangements with certain of
such strategic investors to provide them with price protections in
the amount of up to their $30 million
aggregate commitments in the form of credits for parts and services
or cash in exchange for the transfer of shares to Embraer. In
addition, Embraer has agreed to a three-year lockup on its rollover
shares and Zanite's sponsor has agreed to a three-year lockup on
its founder shares.
The transaction, which has been unanimously approved by the
boards of directors of both Embraer and Zanite, is expected to
close in the second quarter of 2022, subject to regulatory and
stockholder approvals and other customary closing conditions.
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 Zanite with the U.S. Securities and Exchange Commission
(the "SEC") and available at www.sec.gov.
Advisors
White & Case LLP served as legal advisor to Zanite.
Jefferies LLC and BTIG, LLC served as financial advisors and
capital markets advisors to Zanite. Skadden, Arps, Slate,
Meagher & Flom LLP and Mattos
Filho, Veiga Filho, Marrey
Jr. e Quiroga Advogados served as legal advisor to Embraer and EAH.
Raymond James & Associates, Inc.
served as financial advisor and capital markets advisor to
Eve and Banco Santander (Brasil)
S.A., Banco Bradesco BBI S.A. and Banco Itaú
International served as financial advisors to Eve.
Webcast and Conference Call Information
Zanite, Embraer and Eve will host a joint investor webcast
and conference call to discuss the proposed business combination on
Tuesday, December 21, 2021 at 8:00 am
EST.
To access the call please dial +1 (412) 717-9627 / +1 (844)
204-8942, from the United States,
+55 (11) 3181-8565 / +55 (11) 4090-1621, from Brazil, or +44 20 3795 9972, from UK.
Participants should dial in 15 minutes before the scheduled
time.
The live call and replay will also be available as a webcast,
which can be accessed at Zanite's investor site at
https://www.zaniteacquisition.com/znte-i/
About Eve
Eve is dedicated to accelerating the UAM ecosystem. Benefitting
from a startup mindset, backed by Embraer's more than 50-year
history of aerospace expertise, and with a singular focus, Eve is
taking a holistic approach to progressing the UAM ecosystem, with
an advanced eVTOL project, a comprehensive global services and
support network and a unique air traffic management solution.
For more information, please visit
www.eveairmobility.com.
About Zanite
Zanite is a special purpose acquisition company and was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses in the Aviation,
Aerospace & Defense, Urban Mobility and Emerging Technology
industries. Zanite's sponsor is managed by Kenneth C. Ricci, Principal of Directional
Aviation Capital, and Steven H.
Rosen, Co-Founder and Co-Chief Executive Officer of
Resilience Capital Partners along with its Board of Directors and
Strategic Advisors Mr. Larry Flynn,
Dr. Ron Sugar, Mr. Patrick Shanahan and Mr. John Veihmeyer. Zanite began trading on Nasdaq
in November 2020 and its common
stock, units and warrants trade under the ticker symbols "ZNTE,"
"ZNTEU" and "ZNTEW," respectively. For more information,
please visit www.zaniteacquisition.com.
About Embraer
A global aerospace company headquartered in Brazil, Embraer has businesses in Commercial
and Executive aviation, Defense & Security and Agricultural
Aviation. The company designs, develops, manufactures and markets
aircraft and systems, providing Services & Support to customers
after-sales. Since it was founded in 1969, Embraer has delivered
more than 8,000 aircraft. On average, about every 10 seconds an
aircraft manufactured by Embraer takes off somewhere in the world,
transporting over 145 million passengers a year. Embraer is the
leading manufacturer of commercial jets up to 150 seats and the
main exporter of high value-added goods in Brazil. The company maintains industrial
units, offices, service and parts distribution centers, among other
activities, across the Americas, Africa, Asia
and Europe. For more
information, please visit www.embraer.com.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target", "may",
"intend", "predict", "should", "would", "predict", "potential",
"seem", "future", "outlook" or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding Zanite's, Eve's, Embraer's
and EAH's expectations with respect to future performance and
anticipated financial impacts of the proposed business combination,
the satisfaction of the closing conditions to the proposed business
combination and the PIPE, the level of redemptions by Zanite's
public stockholders, the timing of the completion of the proposed
business combination and the use of the cash proceeds therefrom,
and the ability to successfully develop, certify, manufacture and
commercialize Eve's UAM solutions and eVTOL on a global scale.
These statements are based on various assumptions, whether or not
identified herein, and on the current expectations of Zanite's,
Eve's, Embraer's and EAH's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of Zanite, Eve, Embraer and EAH.
These forward-looking statements are subject to a number of
risks and uncertainties, including: (i) changes in domestic and
foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
stockholders of Zanite or Eve is not obtained and or that the
proposed business combination and the private placement of common
stock are not able to concurrently close; (iii) failure to realize
the anticipated benefits of the proposed business combination; (iv)
risks relating to the uncertainty of the projected financial
information with respect to Eve; (v) the outcome of any legal
proceedings that may be instituted against Zanite, Embraer, EAH
and/or Eve following the announcement of the business combination
agreement and the transactions contemplated therein; (vi) future
global, regional or local economic and market conditions; (vii) the
development, effects and enforcement of laws and regulations;
(viii) Eve's ability to grow and manage future growth, maintain
relationships with customers and suppliers and retain its key
employees; (ix) Eve's ability to develop new products and
solutions, bring them to market in a timely manner, and make
enhancements to its platform; (x) the effects of competition on
Eve's future business; (xi) the amount of redemption requests made
by Zanite's public stockholders; (xii) the ability of Zanite or the
combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future;
(xiii) the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries; (xiv) the
risk that the proposed business combination disrupts current plans
and operations as a result of the announcement and consummation,
(xv) costs related to the proposed business combination,
(xvi) the impact of the global COVID-19 pandemic and (xvii)
those factors discussed in Zanite's Annual Report on Form 10-K/A
for the fiscal year ended December 31,
2021 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021, in each case,
under the heading "Risk Factors," and other documents of Zanite
filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Eve nor Zanite presently know or that Eve and Zanite
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Eve's
and Zanite's expectations, plans or forecasts of future events and
views as of the date of this press release. Eve and Zanite
anticipate that subsequent events and developments will cause Eve's
and Zanite's assessments to change. However, while Eve and Zanite
may elect to update these forward-looking statements at some point
in the future, Eve and Zanite specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing Eve's and Zanite's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information and Where to Find it
In connection with the proposed business combination, Zanite
intends to file with the SEC a preliminary proxy statement relating
to the proposed business combination. Zanite will mail a definitive
proxy statement and other relevant documents to its stockholders.
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 proposed business combination.
Zanite's stockholders and other interested persons are advised to
read, when available, the preliminary proxy statement and the
amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with Zanite's
solicitation of proxies for its special meeting of stockholders to
be held to approve the proposed business combination and other
matters, as these materials will contain important information
about Zanite, Eve and the proposed business combination. When
available, the definitive proxy statement and other relevant
materials for the proposed business combination will be mailed to
stockholders of Zanite as of a record date to be established for
voting on the proposed business combination. Stockholders of Zanite
will also be able to obtain copies of the preliminary proxy
statement, the definitive proxy statement and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to Zanite Acquisition Corp.
at 25101 Chagrin Boulevard Suite 350, Cleveland, Ohio 44122, Attention: Steven H. Rosen, or by calling (216)
292-0200.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an applicable exemption from the registration
requirements thereof.
Participants in the Solicitation
Zanite and its directors and executive officers may be deemed
participants in the solicitation of proxies from Zanite'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 Zanite is contained in Zanite's
Registration Statement on Form S-1/A and by Zanite's Current Report
on Form 8-K filed on September 15,
2021, each of which was filed with the SEC and is available
free of charge at the SEC's web site at www.sec.gov, or by
directing a request to Zanite Acquisition Corp. at 25101 Chagrin
Boulevard Suite 350, Cleveland,
Ohio 44122, Attention: Steven H.
Rosen, or by calling (216) 292-0200.
Eve, Embraer, EAH and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Zanite 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 proxy statement for the proposed business combination when
available.
Additional information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Zanite's
stockholders in connection with the proposed business combination,
including a description of their direct and indirect interests, by
security holdings or otherwise, will be set forth in Zanite's proxy
statement for the proposed business combination when it is filed
with the SEC. Stockholders, potential investors and other
interested persons should read the proxy statement carefully when
it becomes available before making any voting or investment
decisions. When available, these documents can be obtained free of
charge from the sources indicated above.
Investor
Information
https://www.zaniteacquisition.com/znte-i/
Contacts
investors@eveairmobility.com
media@eveairmobility.com
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SOURCE Eve