MENLO PARK, Calif. and
BRISBANE, Australia, Dec. 21, 2021 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation II (NASDAQ:
DCRN, DCRNW, DCRNU) ("DCRN"), a publicly-traded special purpose
acquisition company, announced today that DCRN's definitive proxy
statement (the "Proxy Statement") relating to the previously
announced business combination with Tritium Holdings Pty Ltd
("Tritium"), a leading global developer and manufacturer of direct
current ("DC") fast charging technology for electric vehicles, has
been filed with the U.S. Securities and Exchange Commission (the
"SEC") on December 21,
2021.
DCRN is preparing to commence mailing of the Proxy Statement and
a notice and voting instruction form or a proxy card relating to
the special meeting of DCRN stockholders (the "Special Meeting") to
DCRN stockholders of record as of the close of business on
December 6, 2021, who will be
entitled to attend and participate in the Special Meeting.
The Special Meeting to approve the proposed business combination
and related matters is scheduled to be held on January 12, 2022 at 10:00
a.m. Eastern time. The Special Meeting will be conducted
completely virtually, and can be accessed via live webcast at
https://www.cstproxy.com/decarbonizationplusacquisitionii/2021. If
the proposals at the Special Meeting are approved, the parties
anticipate that the business combination will close and the trading
of the combined entity will commence on NASDAQ shortly thereafter,
subject to the satisfaction or waiver, as applicable, of all other
closing conditions.
The DCRN Board of Directors believes the proposed business
combination is in the best interests of DCRN and its stockholders,
and recommends that DCRN stockholders vote "FOR" the adoption and
approval of the Business Combination Agreement, dated as of
May 25, 2021 (as amended by the First
Amendment to the Business Combination Agreement, dated July 27, 2021), by and among DCRN, Tritium,
Tritium DCFC Limited ("NewCo") and Hulk Merger Sub, Inc., as well
as all other proposals included in DCRN's Proxy Statement.
Every stockholder's vote is important, regardless of the number
of shares held. Accordingly, DCRN requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible so that their votes arrive no later than
11:59 p.m. Eastern time on
January 11, 2022, to ensure that the
stockholder's shares will be represented at the Special Meeting.
Stockholders that hold shares in "street name" (i.e., those
stockholders whose shares are held of record by a broker, bank or
other nominee) should contact their broker, bank or nominee to
provide instructions on how to vote their shares and ensure that
their shares are voted.
If any individual DCRN stockholder does not receive the Proxy
Statement, such stockholder should (i) confirm their Proxy
Statement's status with their broker, (ii) contact Morrow Sodali
LLC, DCRN's proxy solicitor, for assistance via e-mail at
DCRN.info@investor.morrowsodali.com or toll-free call at (800)
662-5200. Banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400, or (iii) contact DCRN at 2744 Sand Hill
Road, Suite 100, Menlo Park,
California, 94025.
DCRN expects to provide stockholders with additional information
on how stockholders may vote their shares on its website in the
coming days, and DCRN expects to publish a subsequent press release
once the website is live.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
For more information, visit tritiumcharging.com
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with a target whose principal effort
is developing and advancing a platform that decarbonizes the most
carbon-intensive sectors. These include the energy and agriculture,
industrials, transportation and commercial and residential sectors.
DCRN is sponsored by an affiliate of Riverstone Holdings LLC and
represents a further expansion of Riverstone's 15-year franchise in
low-carbon investments, having established industry leading, scaled
companies with more than $5 billion
of equity invested in renewables.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" with respect to the proposed business combination and
including statements regarding the commencement of mailing of the
Proxy Statement, the Special Meeting and the anticipated timing of
the closing of the business combination. These forward-looking
statements generally are identified by the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "targets," "may," "will," "should,"
"would," "will be," "will continue," "will likely result,"
"future," "propose," "strategy," "opportunity" and variations of
these words or similar expressions (or the negative versions of
such words or expressions) that predict or indicate future events
or trends or are not statements of historical matters are intended
to identify forward-looking statements. 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,
guarantees, assurances, predictions or definitive statements of
fact or probability regarding future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside NewCo's, Tritium's or DCRN's control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
the inability to complete the business combination or the private
offering of ordinary shares in the capital of NewCo to a certain
investor (the "PIPE Financing") in a timely manner or at all
(including due to the failure to receive required stockholder or
shareholder, as applicable, approvals, or the failure of other
closing conditions such as the satisfaction of the minimum trust
account amount following redemptions by DCRN's public stockholders,
and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of DCRN's securities; the
inability of the business combination to be completed by DCRN's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
DCRN; the occurrence of any event, change or other circumstance
that could give rise to the termination of the proposed business
combination or the PIPE Financing; the inability to recognize the
anticipated benefits of the proposed business combination; the
inability to obtain or maintain the listing of NewCo's shares on a
national exchange following the proposed business combination;
costs related to the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations, business relationships or business generally as a
result of the announcement and consummation of the proposed
business combination; NewCo's ability to manage growth; NewCo's
ability to execute its business plan and meet its projections;
potential disruption in NewCo's employee retention as a result of
the business combination; potential litigation, governmental or
regulatory proceedings, investigations or inquiries involving
NewCo, Tritium or DCRN, including in relation to the business
combination; changes in applicable laws or regulations and general
economic and market conditions impacting demand for Tritium's or
NewCo's products and services; and other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the proposed business combination, including those
under "Risk Factors" therein, and in DCRN's other filings with the
SEC. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statement, and NewCo and DCRN assume no obligation
and do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Neither
NewCo nor DCRN gives any assurance that either NewCo or DCRN will
achieve its expectations.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, NewCo,
which will be the going-forward public company, filed a preliminary
registration statement on Form F-4, (as amended, the "Registration
Statement"), which includes a preliminary proxy statement of DCRN.
The Registration Statement is now effective, and the Proxy
Statement will be mailed to DCRN stockholders of record as of the
close of business on December 6,
2021. INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND THE EFFECTIVE REGISTRATION STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TRITIUM, DCRN, NEWCO AND THE BUSINESS
COMBINATION. Investors and security holders will also be able to
obtain copies of the Registration Statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
web site at www.sec.gov.
Participants in the Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN'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 DCRN is contained in DCRN's
filings with the SEC, including DCRN'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, and is available free of charge
at the SEC's web site at www.sec.gov. Additional information
regarding the interests of such participants is set forth in the
Registration Statement for the proposed business combination. NewCo
and Tritium and their respective directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the shareholders of DCRN 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 business combination is contained in the
Registration Statement for the proposed business combination.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination. This document also
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will 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.
DCRN Media Contact
Daniel
Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
Tritium Media Contact
Jack Ulrich
media@tritium.com.au
Tritium Investors Contact
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
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SOURCE Decarbonization Plus Acquisition Corporation II
