Item 8.01 Other Events.
As previously disclosed, on July 12, 2021, Ivanhoe Capital Acquisition Corp., a
Cayman Islands exempted company ("Ivanhoe"), entered into that certain Business
Combination Agreement, dated July 12, 2021, by and among Parent, Wormhole Merger
Sub Pte. Ltd., a Singapore private company limited by shares and wholly owned
subsidiary of Parent ("Amalgamation Sub"), and SES Holdings Pte. Ltd., a
Singapore private company limited by shares ("SES"), which was amended on
September 20, 2021 (as amended, the "Business Combination Agreement") pursuant
to which, among other things, Ivanhoe will domesticate in Delaware (the
"Domestication" and, Ivanhoe following such Domestication, "New SES") and (b)
Amalgamation Sub will amalgamate with SES, with SES surviving the amalgamation
(together with the other transactions contemplated by Business Combination
Agreement, the "Business Combination").
On August 10, 2021, Ivanhoe filed a registration statement on Form S-4 (No.
333-258691) in connection with the Business Combination (as subsequently
amended, the "Proxy Statement"). The Proxy Statement was declared effective by
the Securities and Exchange Commission (the "SEC") on January 7, 2022, and
Ivanhoe commenced mailing the Proxy Statement on January 10, 2022.
Ivanhoe has received letters, dated November 18, 2021, January 10, 2022 and
January 12, 2022, from certain purported shareholders of Ivanhoe claiming
certain allegedly material omissions in the Proxy Statement in connection with
the transactions contemplated by the Business Combination.
While Ivanhoe believes that the disclosures set forth in the Proxy Statement
comply fully with applicable law, in order to resolve the shareholders'
disclosure claims so as to avoid nuisance, cost and distraction, and to preclude
any efforts to delay the closing of the Business Combination, Ivanhoe has
determined to voluntarily supplement the Proxy Statement with the supplemental
disclosures set forth below (the "Supplemental Disclosures"). Nothing in the
Supplemental Disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein. To
the contrary, Ivanhoe specifically denies all allegations that any additional
disclosure was or is required. Ivanhoe believes the shareholders' claims are
without merit.
The Supplemental Disclosures will not affect the merger consideration to be paid
to Ivanhoe's shareholders in connection with the Business Combination, the
timing of Ivanhoe's extraordinary general meeting of shareholders scheduled to
be held on February 1, 2022 at 9:00 a.m., Eastern Time, at the offices of
Kirkland & Ellis LLP, located at 609 Main Street, Houston, Texas 77002, and
virtually via live webcast at https://www.cstproxy.com/ivanhoecapital/2022 (the
"Extraordinary General Meeting") or the timing of Ivanhoe's special meeting of
warrant holders scheduled to be held on February 1, 2022 at 9:15 a.m., Eastern
Time, at the offices of Kirkland & Ellis LLP, located at 609 Main Street,
Houston, Texas 77002, and virtually via live webcast at
https://www.cstproxy.com/ivanhoecapital/2022 (the "Special Meeting").
Ivanhoe's board of directors continues to recommend that you vote "FOR" the
proposals being considered at the Extraordinary General Meeting and the Special
Meeting.
Supplemental Disclosures to Proxy Statement
The following information should be read in conjunction with the Proxy
Statement. All page references in the information below are to pages in the
Proxy Statement, and capitalized terms used in this Current Report on Form 8-K
shall have the meanings set forth in the Proxy Statement, unless otherwise
defined herein. Underlined text shows text being added to a referenced
disclosure in the Proxy Statement.
The Proxy Statement is hereby amended as follows:
Adding the following language to the eighth full paragraph on page 151:
During this search process, Parent reviewed over 50 business combination
opportunities and entered into nondisclosure agreements with 13 companies to
pursue a more detailed diligence review and evaluation. The non-disclosure
agreements contained customary terms for a special purpose acquisition company
and a private company target, including confidentiality provisions and use
restrictions for information provided by the target and exceptions to such
provisions.
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Adding the following language to the third full paragraph on page 153:
On April 21, 2021, K&E provided to W&C an initial draft of the Business
Combination Agreement providing for the proposed business combination between
Parent and SES. Representatives of Parent, SES, K&E and W&C continued to
negotiate the Business Combination Agreement. After discussions with
representatives of Morgan Stanley, Goldman Sachs and potential PIPE Investors,
Parent and SES continued to refine the valuation of SES and on July 7, 2021,
Parent and SES agreed to a pre-money, debt-free valuation of approximately
$2.81 billion for SES based on a variety of factors, including but not limited
to SES's projected revenues and long-term sustainable EBITDA margins and the
trading levels of comparable companies and based on the Board's experience and
professional judgment. The adjustment reflected a revised multiple being applied
to SES' projected revenues. The discussions also included a $200 million
Original PIPE Financing and an earn-out to holders of SES equity as of the
Closing of the Business Combination in the form of an additional 30,000,000
shares of Class A common stock of New SES (valued at $10.00 per share) in the
aggregate if the closing price of New SES Class A common stock is equal to or
greater than $18.00 during the period beginning on the first business day
immediately following the first anniversary of Closing and ending on the fifth
anniversary of Closing. Between April 21, 2021 and July 12, 2021, while Parent,
SES and their respective representatives negotiated and finalized the Business
Combination Agreement, the parties also exchanged drafts of and negotiated and
finalized the ancillary agreements to be entered into in connection with the
Business Combination Agreement. In the context of negotiating the Registration
Rights Agreement, the parties agreed that Robert Friedland would remain on the
board of directors of New SES. Robert Friedland is the current chief executive
officer and a director of Ivanhoe. The remainder of the Parent Board and
Parent's officers will no longer serve as directors or officers, and will not
otherwise be employees of New SES, upon consummation of the Business
Combination.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press
release are "forward-looking statements." Forward-looking statements can
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" and other similar expressions that predict or indicate
future events or events or trends that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements of
the extraordinary general meeting, the warrant holders meeting, timing of the
business combination, the closing of the Business Combination and potential
litigation relating to the Business Combination. These statements are based on
various assumptions, whether or not identified in this press release, and on the
current expectations of SES's and Ivanhoe'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 SES and Ivanhoe. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic and foreign
business, market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the 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 business combination or
that the approval of the shareholders of SES or Ivanhoe is not obtained; the
failure to realize the anticipated benefits of the business combination; risks
relating to the uncertainty of the projected financial information with respect
to SES; risks related to the development and commercialization of SES's battery
technology and the timing and achievement of expected business milestones; the
effects of competition on SES's business; the risk that the business combination
disrupts current plans and operations of Ivanhoe and SES as a result of the
announcement and consummation of the business combination; 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 retain its management and key employees; risks relating SES's
history of no revenues and net losses; the risk that SES's joint development
agreements and other strategic alliances could be unsuccessful; risks relating
to delays in the design, manufacture, regulatory approval and launch of SES's
battery cells; the risk that SES may not establish supply relationships for
necessary components or pay components that are more expensive than anticipated;
risks relating to competition and rapid change in the electric vehicle battery
market; safety risks posed by certain components of SES's batteries; risks
relating to machinery used in the production of SES's batteries; risks relating
to the willingness of commercial vehicle and specialty vehicle operators and
consumers to adopt electric vehicles; risks relating to SES's intellectual
property portfolio; the amount of redemption requests made by Ivanhoe's public
shareholders; the ability of Ivanhoe or the combined company to issue equity or
equity-linked securities or obtain debt financing in connection with the
business combination or in the future and those factors discussed in Ivanhoe's
Annual Report on Form 10-K, filed with the SEC on March 31, 2021, under the
heading "Risk Factors," and other documents of Ivanhoe filed, or to be filed,
with the SEC relating to the business combination. If any of these risks
materialize or Ivanhoe's or SES'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 Ivanhoe nor SES presently
know or that Ivanhoe and SES 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 Ivanhoe's and SES's
expectations, plans or forecasts of future events and views only as of the date
of this press release. Ivanhoe and SES anticipate that subsequent events and
developments will cause Ivanhoe's and SES's assessments to change. However,
while Ivanhoe and SES may elect to update these forward-looking statements at
some point in the future, Ivanhoe and SES specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as
representing Ivanhoe's and SES'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.
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Additional Information
This communication relates to the proposed business combination between Ivanhoe
and SES. This communication does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Ivanhoe has filed a definitive proxy
statement and a form of proxy card with the SEC in connection with the
solicitation of proxies for the Extraordinary Meeting of Ivanhoe's shareholders
(the "Definitive Proxy Statement"). The Definitive Proxy Statement has been sent
to all Ivanhoe shareholders. 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, or an exemption therefrom. Ivanhoe will also file other
documents regarding the proposed business combination with the SEC. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IVANHOE ARE URGED
TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT 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 registration
statement, the Definitive Proxy Statement and all other relevant documents filed
or that will be filed with the SEC by Ivanhoe through the website maintained by
the SEC at www.sec.report. The documents filed by Ivanhoe with the SEC also may
be obtained free of charge upon written request to Ivanhoe Capital Acquisition
Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
Participants in the Solicitation
Ivanhoe, SES and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Ivanhoe's shareholders in
connection with the proposed Business Combination. You can find information
about Ivanhoe's directors and executive officers and their interest in Ivanhoe
can be found in the Definitive Proxy Statement and Ivanhoe's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which was filed with the
SEC on March 31, 2021. A list of the names of the directors, executive officers,
other members of management and employees of Ivanhoe and SES, as well as
information regarding their interests in the business combination, are contained
in the Definitive Proxy Statement, and any changes will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of such potential participants in the solicitation
process may also be included in other relevant documents when they are filed
with the SEC. You may obtain free copies of these documents from the sources
indicated above.
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