October 11, 2021 – ESS Inc. (“ESS” or the “Company”), a U.S.
manufacturer of long-duration batteries for commercial and
utility-scale energy storage applications, and ACON S2 Acquisition
Corp. (NASDAQ: STWO) (“ACON S2”), a publicly traded special purpose
acquisition company, today announced the completion of their
previously announced business combination (the “Business
Combination”), resulting in ESS becoming a publicly listed company.
The combined company retains the ESS Inc. name and its shares and
warrants will commence trading today on the New York Stock Exchange
(“NYSE”) under the new ticker symbols “GWH” and “GWH.W”,
respectively.
“This is an incredibly proud moment for the entire ESS team and
a milestone for the industry at large,” said Eric Dresselhuys, CEO
of ESS. “We are excited to begin our next chapter as the first
publicly traded long-duration energy storage company. Our
differentiated battery technology gives us a first mover advantage
in a rapidly expanding market, while simultaneously transforming
the value proposition of long-duration storage to support renewable
energy generation for the electrical grid. The proceeds from this
transaction will enable us to scale our operations to meet the
growing global demand for a product that the world needs today to
support the transition to clean, renewable energy.”
“ESS is delivering a pioneering technology to the market today
and we are confident it will become the gold standard in the
industry. Today’s milestone marks an important transition that will
fuel the Company’s next stage of growth,” said Adam Kriger, CEO of
ACON S2. “As a public company, ESS will have the platform to
execute against its vision, capitalize on the rapidly growing
opportunities in the long-duration energy storage market, and work
to establish market leadership. We are excited to close this
transaction and I look forward to seeing the company play an
important part in the world’s transition to a renewable
future.”
Transaction OverviewThe transaction is
primarily comprised of $308 million of pro forma net cash to the
combined company, including a private investment in public equity
(PIPE). The PIPE is led by institutional investors including
Fidelity Management & Research Company LLC, Koch Industries,
Tortoise Capital Advisors, SB Energy Global Holdings Ltd, a
wholly-owned subsidiary of SoftBank Group Corp., Breakthrough
Energy Ventures, BASF Venture Capital, and others.
The ESS executive management team will continue to be led
by Eric Dresselhuys, Chief Executive Officer; Craig Evans,
President and Co-founder; Julia Song, Chief Technology Officer and
Co-founder; and Amir Moftakhar, Chief Financial Officer.
The ESS Board of Directors will comprise eight members,
including Chairman Michael R. Niggli, Eric Dresselhuys, Craig
Evans, Raffi Garabedian, Rich Hossfeld, Shirley Speakman, Kyle
Teamey, and Daryl Wilson.
AdvisorsNomura Greentech Capital Advisors, LLC,
served as financial advisor and Wilson Sonsini Goodrich &
Rosati, P.C. served as legal counsel to ESS. Deutsche Bank
Securities Inc. served as capital markets advisor and placement
agent to ACON S2. Kirkland & Ellis LLP served as legal counsel
to ACON S2 with Walkers acting as Cayman Islands counsel to ACON
S2. Fried, Frank, Harris, Shriver & Jacobson LLP served as
placement agent’s counsel on the PIPE transaction. Deutsche Bank
Securities Inc., Cowen and Company, and Stifel, Nicolaus &
Company served as joint-book running managers for the ACON S2
initial public offering.
About ESS Inc.ESS Inc. (NYSE: GWH) designs,
builds and deploys environmentally sustainable, low-cost, iron flow
batteries for long-duration commercial and utility-scale energy
storage applications requiring from 4 to 12 hours of flexible
energy capacity. The Energy Warehouse™ and Energy Center™ use
earth-abundant iron, salt, and water for the electrolyte, resulting
in an environmentally benign, long-life energy storage solution for
the world’s renewable energy infrastructure. Established in 2011,
ESS Inc. enables project developers, utilities, and commercial and
industrial facility owners to make the transition to more flexible
non-lithium-ion storage that is better suited for the grid and the
environment. For more information, visit www.essinc.com.
About ACON Investments, L.L.C.ACON Investments,
L.L.C., headquartered in Washington, DC, is an international
private equity firm investing in North America, Latin America and
Europe. Founded in 1996, ACON Investments, L.L.C. has managed
approximately $6.1 billion of capital to date and has
professionals in Washington, DC, Los Angeles, Mexico City, São
Paulo, Bogotá and Madrid. For more information, visit www.acon
investments.com.
Forward-Looking StatementsThis communication
contains certain forward-looking statements, including statements
regarding ESS’ and its management team’s expectations, hopes,
beliefs, intentions or strategies regarding the future. The words
“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”,
“intends”, “may”, “might”, “plan”, “possible”, “potential”,
“predict”, “project”, “should”, “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements are based on ESS’ current expectations
and beliefs concerning future developments and their potential
effects on ESS. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
presentation. There can be no assurance that the future
developments affecting ESS will be those that we have anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond ESS’ control) or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. Except as required by law, ESS is not
undertaking any obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
ContactsFor ESS
Inc.:Investors:Erik Bylininvestors@essinc.com
Media Contact:Gene HuntTrevi Communications,
Inc.978-750-0333 x.101 gene@trevicomm.com
For ACON S2:Emily Claffey/Julie Rudnick/Kevin
SiegelSard Verbinnen & CoSTWO-SVC@sardverb.com
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