- Heramba Electric announced in August
2023 that it had entered into a definitive agreement with
subsidiaries of Knorr-Bremse Aktiengesellschaft to acquire Kiepe
Electric, a company focused on decarbonization of commercial and
public transportation, which is expected to close in the fourth
quarter of 2023
- With the Kiepe acquisition, Heramba Electric intends to
create a pure-play global leader in sustainable urban
transportation and further accelerate the expansion of urban
transportation addressable market globally
- Kiepe Electric is a global leader in the electrification of
road and rail urban transportation applications, including
designing, manufacturing and implementing power electronics
products, electric drives and vehicle controls hardware and
intelligent software for fleet management and energy management
- Kiepe Electric has over 500 employees operating in six
countries around the world and, in 2022, had revenues in excess of
$120 million
- Project Energy Reimagined Acquisition Corp. is backed
by an affiliate of Smilodon Capital, LLC and brings together
experts from the advanced transportation, electrification and
cleantech industries and those with strong track records of
executive leadership and successful M&A deals across the
technology, transportation, and energy sectors
- Project Energy Reimagined Acquisition Corp. has
approximately $113 million in
trust
- The proposed business combination of Heramba Electric
and Project Energy Reimagined Acquisition Corp. is expected to
close in the first quarter of 2024, with the combined company's
securities expected to be listed on Nasdaq
- Pro forma implied enterprise value of the combined company
is approximately $450
million
MENLO PARK,
Calif. and BERLIN,
Oct. 3,
2023 /PRNewswire/ -- Heramba GmbH ("Heramba Electric"
or the "Company"), a special-purpose company focused on investing
in companies with technologies and capabilities that can accelerate
the decarbonization of commercial transportation, and Project
Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) ("PERAC"), a
special purpose acquisition company, today announced that they have
entered into a definitive agreement, dated September 29, 2023, for a proposed business
combination (the "Business Combination"), which values the combined
company at a pro forma implied enterprise value of approximately
US$450 million. Upon closing of the
Business Combination, the combined company's securities are
expected to be listed on Nasdaq.
Heramba Electric to List on Nasdaq Through
Business Combination with Project Energy Reimagined Acquisition
Corp.
In August 2023,
Heramba Electric announced that it had entered into a definitive
agreement with subsidiaries of Knorr-Bremse Aktiengesellschaft to
acquire Kiepe Electric, a company focused on decarbonization of
commercial and public transportation, which is expected to close in
the fourth quarter of 2023 (the "Kiepe Acquisition"). With the
Kiepe Acquisition, Heramba Electric intends to create a pure-play
global leader in sustainable urban transportation and further
accelerate the expansion of urban transportation addressable market
globally.
"The combination of PERAC and Heramba Electric
marks a significant milestone in establishing a global leadership
position in commercial and public transportation," said
Eric A. Spiegel, director at PERAC.
"Following the anticipated completion of the Business Combination,
we believe that the combined company will have the backing of
high-quality investors to further expand into the U.S.
markets."
"Securing the acquisition of Kiepe Electric puts
Heramba Electric on track to emerge as a frontrunner in the
electrification of commercial transport. Kiepe Electric works in
close partnership with customers, including transit authorities of
major cities, to accelerate transition to environmentally friendly
e-mobility while reducing costs associated with maintaining and
expanding such cities' transportation infrastructure," said Dr.
Hans-Jörg Grundmann, Managing Director of Heramba Electric. "This
puts Heramba Electric in a strong position to drive the global
expansion of zero-emissions urban transportation."
Kiepe Acquisition Highlights
- Kiepe Acquisition expected to close in the fourth quarter of
2023.
- Kiepe Electric is a global leader in the electrification of
road and rail urban transportation applications, including
designing, manufacturing and implementing power electronics
products, electric drives and vehicle controls hardware and
intelligent software for fleet management and energy
management.
- Kiepe Electric's software provides a holistic end-to-end
dashboard from the charging systems to the end-vehicle.
- In addition, Kiepe Electric is a specialist in vehicle
charging solutions and is a leading supplier of In-Motion Charging
solutions. In 2022, Kiepe Electric introduced its proprietary High
Power Charging platform, which facilitates vehicle fast charging
and energy management for battery-electric buses.
- Kiepe Electric has a seasoned and experienced leadership team,
with over 500 employees operating in six countries around the world
and, in 2022, revenues in excess of $120
million
Business Combination Overview
The Business Combination reflects a pro forma
implied enterprise valuation of approximately US$450 million. Consideration will be 100% in the
form of rollover shares and the Business Combination is expected to
provide approximately US$113 million
of gross proceeds (before redemptions and the payment of certain
expenses).
The transaction has been approved by Heramba
Electric's shareholder and PERAC's Board of Directors, and the
Business Combination is expected to close in the first quarter of
2024, subject to the consummation of the Kiepe Acquisition and
other customary closing conditions, including the approval of
PERAC's shareholders.
Additional information about the Business
Combination, including a copy of the business combination
agreement, will be provided in one or more Current Reports on Form
8-K to be filed by PERAC with the Securities and Exchange
Commission ("SEC").
Advisors
Piper Sandler
& Co. and Cohen & Company Capital Markets, a division of
JVB Financial, LLC, are acting as lead financial advisors and lead
capital markets advisors to PERAC. Northland Securities, Inc. is
acting as fairness opinion provider to PERAC's Board of Directors.
Latham & Watkins LLP, Matheson LLP and Smith, Gambrell &
Russell, LLP are acting as legal counsels to Heramba Electric.
Greenberg Traurig LLP and Maples Group are acting as legal counsels
to PERAC.
About Heramba Electric
Heramba GmbH, founded in January 2023 and headquartered in Berlin, Germany and Atlanta, United
States, is a special-purpose company focused on investing in
companies with technologies and capabilities that can accelerate
the decarbonization of commercial transportation. Heramba is led by
Dr. Hans-Jörg Grundmann (Managing Director), who has dedicated his
career to innovating and improving commercial transportation,
including in his role as CEO of Siemens Mobility and his other
leadership roles with industry leaders Siemens and AEG. For more
information, visit http://herambaholdings.com/.
About Project Energy Reimagined Acquisition
Corp.
Project Energy Reimagined Acquisition Corp. is a
blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Important Information About the Business
Combination and Where to Find It
This communication does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination. In connection with the Business Combination, Heramba
Electric and PERAC, through Heramba Electric plc ("Holdco"), intend
to file with the SEC a registration statement on Form F-4 (the
"Registration Statement"), which will contain a preliminary proxy
statement/prospectus that will constitute (i) a proxy statement
relating to the Business Combination in connection with PERAC's
solicitation of proxies for the vote by PERAC's shareholders
regarding the Business Combination and related matters, as will be
described in the Registration Statement, and (ii) a prospectus
relating to, among other things, the offer of the securities to be
issued by Holdco in connection with the Business Combination. After
the Registration Statement has been declared effective, PERAC will
mail the definitive proxy statement/prospectus and other relevant
documents to its shareholders as of the record date established for
voting on the Business Combination. INVESTORS AND SECURITY HOLDERS
AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY OTHER RELATED DOCUMENTS FILED WITH THE
SEC BY PERAC OR HOLDCO WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT HERAMBA ELECTRIC, PERAC, HOLDCO AND THE BUSINESS COMBINATION,
INCLUDING WITH RESPECT TO THE PRO FORMA IMPLIED ENTERPRISE VALUE OF
THE COMBINED COMPANY. Investors and security holders may obtain
free copies of the Registration Statement, proxy
statement/prospectus and any amendments or supplements thereto and
other related documents filed with the SEC by PERAC or Holdco (in
each case, when available) through the website maintained by the
SEC at http://www.sec.gov. These documents (when available) can
also be obtained free of charge from PERAC upon written request to
PERAC at: Project Energy Reimagined Acquisition Corp., 1285 Camino
Real, Suite 200, Menlo Park,
California 94025.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO
BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included in this communication
that are not historical facts are forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or events that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding market
opportunity, the completion of the Kiepe Acquisition and the
consummation of the Business Combination and related transactions.
These statements are based on various assumptions, whether or not
identified in this communication, and on the current expectations
of Heramba Electric, PERAC and Holdco 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 will differ from assumptions. Many
actual events and circumstances are beyond the control of Heramba
Electric, PERAC and Holdco. 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 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, the expected
benefits of the Business Combination or that the approval of the
shareholders of PERAC is not obtained, that redemptions by
shareholders of PERAC reduce the funds in trust or available to the
combined company following the Business Combination, any of the
other conditions to closing are not satisfied or that events or
other circumstances give rise to the termination of the business
combination agreement relating to the Business Combination; (iii)
changes to the structure of the Business Combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining the necessary regulatory
approvals; (iv) the ability to meet stock exchange listing
standards following the consummation of the Business Combination;
(v) the risk that the Business Combination disrupts current plans
and operations of Heramba Electric as a result of the announcement
and consummation of the Business Combination; (vi) failure to
realize 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 suppliers and retain its
management and key employees; (vii) costs related to the Business
Combination; (viii) changes in applicable law or regulations; (ix)
the outcome of any legal proceedings that may be instituted against
Heramba Electric, PERAC or Holdco; (x) the effects of competition
on Heramba Electric's future business; (xi) the ability of PERAC,
Heramba Electric or Holdco to issue equity or equity-linked
securities or obtain debt financing in connection with the Business
Combination or in the future; (xii) the enforceability of Heramba
Electric's intellectual property rights, including its copyrights,
patents, trademarks and trade secrets, and the potential
infringement on the intellectual property rights of others; and
(xiii) those factors discussed under the heading "Risk Factors" in
PERAC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, filed with the SEC on April 7, 2023, and any
subsequent Quarterly Reports on Form 10-Q, and other documents
filed, or to be filed, by PERAC and/or Holdco, with the SEC. If any
of these risks materialize or the assumptions of Heramba Electric,
PERAC and Holdco management prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that none of Heramba
Electric, PERAC nor Holdco presently know or that Heramba Electric,
PERAC or Holdco 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 Heramba Electric's, PERAC's or Holdco's expectations, plans
or forecasts of future events and views as of the date of this
communication. Heramba Electric, PERAC and Holdco anticipate that
subsequent events and developments may cause Heramba Electric's,
PERAC's or Holdco's assessments to change. However, while Heramba
Electric, PERAC and Holdco may elect to update these
forward-looking statements at some point in the future, Heramba
Electric, PERAC and Holdco specifically disclaim any obligation to
do so. Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Participants in the Solicitation
Heramba Electric, PERAC and Holdco and their
respective directors and certain of their respective executive
officers, other members of management and employees, under SEC
rules, may be considered participants in the solicitation of
proxies with respect to the Business Combination. Information about
the directors and executive officers of PERAC is included in
PERAC's Annual Report on Form 10-K, filed with the SEC on
April 7, 2023, which is available
free of charge at the SEC's website at www.sec.gov. Additional
information regarding the participants in the proxy solicitation
and a description of their direct interests, by security holdings
or otherwise, will be set forth in the Registration Statement, and
the proxy statement/prospectus included therein, and other related
materials to be filed with the SEC regarding the Business
Combination by PERAC or Holdco. Shareholders, potential investors
and other interested persons should read the Registration
Statement, proxy statement/prospectus and any amendments or
supplements thereto and other related documents filed with the SEC
by PERAC or Holdco (in each case, when available) carefully before
making any voting or investment decisions. These documents, when
available, can be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and shall not constitute an offer to
sell or exchange, or the solicitation of an offer to sell,
exchange, buy or subscribe for any securities or a solicitation of
any vote of approval, nor shall there be any sale, issuance or
transfer 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 offer 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 (the "Securities Act"), or pursuant to an
exemption from the Securities Act, and otherwise in accordance with
applicable law.
No Assurances
There can be no assurance that the Business
Combination will be completed, nor can there be any assurance, if
the Business Combination is completed, that the potential benefits
of the Business Combination will be realized.
View original
content:https://www.prnewswire.com/news-releases/heramba-electric-to-list-on-nasdaq-through-business-combination-with-project-energy-reimagined-acquisition-corp-301945170.html
SOURCE Heramba Holdings