Alussa Energy Acquisition Corp. Reports Business Combo With FREYR In $850M Deal

Author: Benzinga Newsdesk | March 26, 2021 08:03am

FREYR AS, (the “Company” or “FREYR”), a Norway-based developer of clean, next-generation battery cell production capacity, announced on January 29, 2021 that it will become a publicly listed company through a business combination (the “Transaction”) with Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE:ALUS), a Cayman Islands exempted, publicly listed special purpose acquisition company (“SPAC”).

Today, FREYR and Alussa Energy provide an update to the market on certain aspects of the Transaction:

• Alussa Energy announced today that FREYR Battery, a newly-formed holding company incorporated under the laws of Luxembourg (“Pubco”), has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus, in connection with its announced proposed business combination with FREYR. The Registration Statement is not yet effective and remains subject to finalization. Alussa Energy, FREYR and Pubco urge investors, shareholders and other interested persons to read the Registration Statement (as the same may be amended and restated from time to time), including the preliminary proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed Transaction, as these materials will contain important information about FREYR, Alussa Energy and the proposed Transaction.

• FREYR Battery previously confidentially submitted a draft registration statement on Form S-4 to the SEC on February 16, 2021.

• The Transaction will raise an estimated $850 million in equity proceeds to the Company, assuming no redemptions by Alussa Energy shareholders and including a $600 million fully committed Private Investment in Public Equity anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation. As stipulated in the Business Combination Agreement associated with the Transaction, Alussa Energy and Pubco shall collectively have a minimum cash condition of at least $400 million in the aggregate in cash and cash equivalents as one of the conditions to consummate the Transaction.

• The Transaction is expected to fully fund the equity capital requirements of FREYR to develop up to 43 GWh of clean battery cell manufacturing capacity in Norway by 2025 based on both 24M Technologies’ (“24M”) disruptive, innovative design and process technologies and traditional technologies. Beginning with its Pilot/Customer Qualification Plant, FREYR’s plan for phased development of Gigafactories is intended to position the Company as one of Europe’s largest battery cell suppliers through its mission and vision to deliver some of the world’s cleanest and most cost-effective batteries.

• On February 16, 2021, FREYR shareholders approved the Transaction.

• Alussa Energy anticipates that it will hold an Extraordinary General Meeting (the “Alussa Special Meeting”) to consider matters relating to the proposed Transaction promptly after the Registration Statement is declared effective and the proxy statement/prospectus is mailed to the shareholders of Alussa Energy. Subject to the finalization of the Registration Statement and declaring the Registration Statement effective, Alussa Energy expects the Alussa Special Meeting to take place between the second half of April and first half of May 2021. The Alussa Special Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast.

Subject to closing conditions being met, the combined company will be named FREYR Battery AS and its ordinary shares are expected to start trading on the New York Stock Exchange under the ticker symbol FREY upon closing, expected in the second quarter of 2021.

Posted In: ALUS