- Carbon Revolution is a leader in next-generation auto-tech with
more than 60,000 carbon fiber wheels on the road for some of the
most prestigious brands in the world.
- Carbon Revolution has been awarded 13 programs to date with
global OEMs including Ford Motor Company, Ferrari NV,
General Motors Company, and Renault Group, with a
further six programs in progress under engineering agreements.
- Total projected revenue forecast to grow from $28.7 million in
CY2022E to $90.1 million in CY2024E, representing a compound annual
growth rate (CAGR) of 77%.
- Estimated pro forma enterprise value of approximately $270
million.
- Transaction includes up to $60 million from a Committed Equity
Facility.
Carbon Revolution Limited (“CBR”, “Carbon Revolution” or the
“Company”) (ASX: CBR), a Tier 1 OEM supplier and a leading global
manufacturer of lightweight advanced technology carbon fiber
wheels, and Twin Ridge Capital Acquisition Corp. (“Twin Ridge” or
“TRCA”) (NYSE: TRCA), a publicly traded special purpose acquisition
company, announced today that they have signed a definitive
business combination agreement and accompanying scheme
implementation deed (“SID”) that is expected to result in Carbon
Revolution becoming publicly listed in the U.S. via a scheme of
arrangement.
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the full release here:
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Upon closing of the transaction, the ordinary shares and
warrants of the merged company Poppetell Limited, to be renamed
Carbon Revolution plc, are expected to trade on a national exchange
in the United States, and Carbon Revolution’s shares shall be
delisted from the ASX.
The transaction is anticipated to unlock critical investment
capital to fund Carbon Revolution’s expansion of operations, which
is required to meet its significant growth opportunity while
accelerating the Company’s expected path to profitability.
Market Leader in Next-Generation Wheel Technology
Founded in 2007, Carbon Revolution is a global technology
company and Tier 1 OEM supplier that has successfully innovated,
commercialized and industrialized high-performance, technically
advanced lightweight carbon fiber wheels for the global automotive
industry.
Carbon Revolution is recognized as a leader in this sector, as
validated by its contracts with Ford Motor Company
(“Ford”), Ferrari NV (“Ferrari”),
General Motors Company (“GM”), and Renault
Group (“Renault”).
When new automotive technologies are introduced, penetration
typically begins at the luxury or performance end of the market
before transitioning to a point of full adoption as a mass market
product. Carbon Revolution initially penetrated the performance and
premium end of the market with cars that include Ford’s GT and
Shelby Mustang GT350R and GT500, Ferrari’s 488 Pista, F8 Tributo,
SF90 Stradale, 812 Competizione and 296 GTB, Renault’s Megane RS
Trophy R, and more recently GM’s Chevrolet Corvette Z06. Ford has
recently announced an additional program with its 2024 Mustang Dark
Horse.
The Company is well-positioned to capture demand in new mobility
with the global transition to electric vehicles. The Company’s
carbon fiber wheels, which can be up to half the weight of aluminum
wheels, are expected to help increase range, a critical barrier to
EV uptake. Lighter wheels help offset large battery weight,
enabling regulatory compliance with key weight class limits. Carbon
Revolution’s wheels also provide better performance and handling
than aluminum wheels, as well as reduced noise, vibration and
harshness (NVH), while increasing options for aerodynamics, wheel
sizing and styling that are less practical with aluminum wheels.
Four of the most recently secured engineering programs are for
electric vehicles.
Key Investment Highlights
- Early-Mover: Carbon Revolution’s unique and protected --
89 granted or pending patents -- next-generation auto technology is
years ahead of the competition.
- Leading Incumbent: Carbon Revolution is expected to
retain significant market share in a market characterized by high
barriers to entry.
- Large Market Opportunity: Automotive passenger wheel
market of $38 billion.
- Strong and Diverse Customer Base: Nine current awarded
programs and six additional engineering programs in progress, of
which four are for electric vehicles.
- Attractively Valued Entry Multiple: Pro forma enterprise
valuation of $270 million is 5.4x 2023 estimated revenue and 3.0x
2024 estimated revenue. Ninety-eight percent of 2023 and 2024
estimated revenue is under contract (awarded or engineering) based
on the Company’s forecasted revenues from those contracts.
- Rapid Revenue Growth: Total revenue forecast to grow
from $28.7 million in CY2022E to $90.1 million in CY2024E,
representing a compound annual growth rate (CAGR) of 77%.
- Margin Expansion: Automation investments by the Company
are driving margin expansion as the business scales, with
substantial opportunity to further optimize through expansion into
lower-cost geographies.
- Highly Experienced Management Team: Carbon Revolution is
led by a forward-thinking team with an average of more than 22
years of experience in automotive technology and
manufacturing.
Leadership Commentary
“We see an enormous addressable market for Carbon Revolution’s
disruptive efficiency technology with adoption already underway
with major car manufacturers,” said Jake Dingle, Chief Executive
Officer of Carbon Revolution. “Carbon Revolution’s technology
provides an effective next-generation solution to the challenges of
transitioning the global automotive industry to new mobility. We
have a strong track record working with leading OEMs and a
world-class team with a passion for our work. Our partnership with
Twin Ridge is a significant milestone and an opportunity for Carbon
Revolution to continue to build on our early-mover advantages in
next-generation auto technology,” he said.
“Carbon Revolution is a sector leader in the production of
revolutionary carbon fiber wheels, the next-generation of wheel
technology, and has an opportunity to play an important role as the
global automotive industry accelerates the shift to electric
vehicles,” said Dale Morrison, Chairman of Twin Ridge Capital
Acquisition Corp. “We believe that following this transaction,
Carbon Revolution will be well-positioned for rapid growth and
adoption as it further enhances its automotive solutions,
capitalizes on market opportunities and continues to accelerate
growth as a U.S.-listed public company.”
Transaction Overview
The combined company will have an estimated post-transaction
equity valuation of approximately $461 million, including about
$214 million of cash held in TRCA’s trust account, assuming no
redemptions from TRCA’s trust account.
Carbon Revolution shareholders will roll 100% of their equity
into the combined company. Following the close of the transaction,
assuming no redemptions from TRCA’s trust account, TRCA
shareholders will hold 57% of the issued and outstanding shares of
common stock of the combined company, with Carbon Revolution
shareholders holding the rest, not taking into account the
currently outstanding warrants of TRCA and management options of
Carbon Revolution. In addition, the Company has secured $60 million
from a committed equity facility.
Shareholders of Carbon Revolution on the Australian Securities
Exchange (ASX: CBR) will receive consideration for their shares
consisting of an aggregate of approximately 20 million ordinary
shares of the combined company, being 1 Poppetell Limited share for
approximately every 10.5 Carbon Revolution shares.
Upon closing of the transaction, the ordinary shares and
warrants of Poppetell Limited are expected to trade on a national
exchange in the United States, and Carbon Revolution’s shares shall
be delisted from the ASX.
The Board of Directors of TRCA and the Board of Directors of
Carbon Revolution have both unanimously approved the proposed
transaction.
The Board of Directors of CBR unanimously recommends that CBR
shareholders vote in favor of the Scheme, in the absence of a
superior proposal and subject to an independent expert concluding
in the independent expert’s report (and continuing to conclude)
that the Scheme is in the best interests of CBR shareholders.
Subject to those same qualifications, each member of the CBR Board
of Directors and the senior management, which includes two of the
founders, intend to vote all of their CBR shares or other
securities held or controlled by them in favor of the Scheme.
Completion of the transaction is subject to customary closing
conditions, including the approval of the TRCA shareholders and the
Carbon Revolution shareholders. The transaction is expected to be
completed in the first half of 2023.
For a summary of the material items of the transaction, as well
as a copy of the business combination agreement, SID and
supplemental investor presentation, please see the Current Report
on Form 8-K to be filed by TRCA with the SEC at www.sec.gov and on
Carbon Revolution’s website www.carbonrev.com/investor-centre.
Additional information about the proposed transaction will be
described in the registration statement relating to the
transaction, which Poppetell Limited will file with the SEC, and
the scheme booklet relating to the transaction, which Carbon
Revolution will lodge with the Australian Securities Exchange.
Advisors
E&P Corporate Advisory is acting as Advisor to the Carbon
Revolution Board. Herbert Smith Freehills and Goodwin Procter LLP
are serving as Australian and U.S. legal counsel, respectively, to
Carbon Revolution. Ashurst and Kirkland & Ellis LLP are serving
as Australian and U.S. legal counsel to the SPAC, respectively.
About Carbon Revolution
Carbon Revolution is an Australian technology company, which has
successfully innovated, commercialized and industrialized the
advanced manufacture of carbon fiber wheels for the global
automotive industry. Carbon Revolution has progressed from single
prototypes to designing and manufacturing high-performing wheels
for some of the fastest street cars and most prestigious brands in
the world. Carbon Revolution is creating a significant and
sustainable advanced technology business that supplies its
lightweight wheel technology to automotive manufacturers around the
globe. For more information, visit www.carbonrev.com.
About Twin Ridge Capital Acquisition Corp.
Twin Ridge Capital Acquisition Corp. (NYSE: TRCA) is a special
purpose acquisition company sponsored by Twin Ridge Capital
Sponsor, LLC. The company deploys a disciplined strategic approach
that focuses on leveraging its powerful professional networks and
deep industry experience to provide meaningful value to a target
business. For more information, visit
www.twinridgecapitalac.com.
Additional Information about the Transaction and Where to
Find It
This communication relates to the proposed business combination
involving CBR, SPAC, Poppetell Limited and a merger subsidiary of
Poppetell Limited (“Merger Sub”). In connection with the proposed
business combination, Poppetell Limited intends to file with the
Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form F-4 (the “Registration Statement”), which will
include a preliminary proxy statement of SPAC and a preliminary
prospectus of Poppetell Limited relating to the Poppetell Limited
Shares to be issued in connection with the proposed business
combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/final
prospectus or any other document that Poppetell Limited or SPAC has
filed or will file with the SEC or send to its shareholders in
connection with the proposed business combination. This document
does not contain all the information that should be considered
concerning the proposed business combination and other matters and
is not intended to form the basis for any investment decision or
any other decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SPAC’S
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY SPAC OR
POPPETELL LIMITED WITH THE SEC IN CONNECTION WITH THE PROPOSED
BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR
ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND
THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to shareholders of SPAC
as of a record date to be established for voting on the proposed
business combination. Additionally, SPAC and Poppetell Limited will
file other relevant materials with the SEC in connection with the
proposed business combination. Copies of the Registration
Statement, the definitive proxy statement/final prospectus and all
other relevant materials for the proposed business combination
filed or that will be filed with the SEC may be obtained, when
available, free of charge at the SEC’s website at www.sec.gov. In
addition, the documents filed by SPAC or Poppetell Limited may be
obtained, when available, free of charge from SPAC at
www.twinridgecapitalac.com SPAC shareholders may also obtain copies
of the definitive proxy statement/prospectus, when available,
without charge, by directing a request to Twin Ridge Capital
Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples,
Florida 60654.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed business
combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The proposed business combination will be
implemented solely pursuant to the Business Combination Agreement
and Scheme Implementation Deed, in each case, filed as exhibits to
the Current Report on Form 8-K to be filed by SPAC on November 30,
2022, which contains the full terms and conditions of the proposed
business combination. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Participants in Solicitation of Proxies
This communication may be deemed solicitation material in
respect of the proposed business combination. The SPAC, CBR,
Poppetell Limited, Merger Sub and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies from SPAC’s
stockholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed business
combination of SPAC’s directors and officers in SPAC’s filings with
the SEC, including SPAC’s initial public offering prospectus, which
was filed with the SEC on March 5, 2021, SPAC’s subsequent annual
report on Form 10-K and quarterly reports on Form 10-Q. To the
extent that holdings of SPAC’s securities by insiders have changed
from the amounts reported therein, any such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to SPAC’s shareholders in connection with the business
combination will be included in the definitive proxy
statement/prospectus relating to the proposed business combination
when it becomes available. You may obtain free copies of these
documents, when available, as described in the preceding
paragraphs.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this communication are forward-looking statements.
Forward-looking statements may generally be identified by the use
of words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “target” or other similar expressions (or the
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 the financial position,
business strategy and the plans and objectives of management for
future operations including as they relate to the proposed business
combination and related transactions, pricing and market
opportunity, the satisfaction of closing conditions to the proposed
business combination and related transactions, the level of
redemptions by SPAC’s public shareholders and the timing of the
completion of the proposed business combination, including the
anticipated closing date of the proposed business combination and
the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this
communication, and on the current expectations of CBR’s and SPAC’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 such assumptions, and such differences may be material. Many
actual events and circumstances are beyond the control of CBR and
SPAC.
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
shareholders of SPAC or CBR is not obtained; (iii) the ability to
maintain the listing of Poppetell Limited’s securities on the stock
exchange; (iv) the inability to complete any private placement
financing, the amount of any private placement financing or the
completion of any private placement financing with terms
unfavorable to you; (v) the risk that the proposed business
combination disrupts current plans and operations CBR or SPAC as a
result of the announcement and consummation of the proposed
business combination and related transactions; (vi) the risk that
any of the conditions to closing of the business combination are
not satisfied in the anticipated manner or on the anticipated
timeline or are waived by any of the parties thereto; (vii) the
failure to realize the anticipated benefits of the proposed
business combination and related transactions; (viii) risks
relating to the uncertainty of the costs related to the proposed
business combination; (ix) risks related to the rollout of CBR’s
business strategy and the timing of expected business milestones;
(x) the effects of competition on CBR’s future business and the
ability of the combined company to grow and manage growth,
establish and maintain relationships with customers and healthcare
professionals and retain its management and key employees; (xi)
risks related to domestic and international political and
macroeconomic uncertainty, including the Russia-Ukraine conflict;
(xii) the outcome of any legal proceedings that may be instituted
against SPAC, CBR or any of their respective directors or officers,
following the announcement of the proposed business combination;
(xiii) the amount of redemption requests made by SPAC’s public
shareholders; (xiv) the ability of SPAC to issue equity, if any, in
connection with the proposed business combination or to otherwise
obtain financing in the future; (xv) the impact of the global
COVID-19 pandemic and governmental responses on any of the
foregoing risks; (xvi) risks related to CBR’s industry; (xvii)
changes in laws and regulations; and (xviii) those factors
discussed in SPAC’s Annual Report on Form 10-K for the year ended
December 31, 2021 and subsequent Quarterly Reports on Form 10-Q, in
each case, under the heading “Risk Factors,” and other documents of
SPAC or Poppetell Limited to be filed with the SEC, including the
proxy statement / prospectus. If any of these risks materialize or
SPAC’s or CBR’s assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither SPAC nor CBR
presently know or that SPAC and CBR 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 SPAC’s and CBR’s expectations,
plans or forecasts of future events and views as of the date of
this communication. SPAC and CBR anticipate that subsequent events
and developments will cause SPAC’s and CBR’s assessments to change.
However, while SPAC and CBR may elect to update these
forward-looking statements at some point in the future, each of
SPAC, CBR, Poppetell Limited and Merger Sub specifically disclaim
any obligation to do so, unless required by applicable law. These
forward-looking statements should not be relied upon as
representing SPAC’s and CBR’s assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
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