DUBLIN, Ireland and
MEMPHIS, Tenn., Sept. 20, 2021 /PRNewswire/ -- Live Oak
Acquisition Corp. II (NYSE: LOKB) ("Live Oak II"), today announced
that its registration statement on Form S-4 (the "Registration
Statement") filed in connection with its previously announced
proposed business combination (the "Business Combination") with
Navitas Semiconductor Limited ("the Company" or "Navitas"), the
industry leader in GaN power integrated circuits ("ICs"), has been
declared effective by the U.S. Securities and Exchange Commission
("SEC"). The Registration Statement provides important information
about Live Oak II, Navitas and the Business Combination.
"We're looking forward to life as NVTS, and accelerating our
efforts to 'Electrify our World™' via next-generation
gallium nitride power ICs that address mobile, consumer,
enterprise, renewables and EV markets estimated at over
$13B by 2026," said Gene Sheridan, Navitas' CEO and co-founder.
"The Live Oak II management team and board of directors are
excited to have achieved this very important milestone towards a
successful completion of Live Oak II's Business Combination with
Navitas," said Rick Hendrix, Live
Oak II's CEO and director.
Live Oak II also announced today a record date of September 13, 2021 (the "Record Date") and a
meeting date of October 12, 2021 for
its special meeting of stockholders (the "Special Meeting") to
approve the Business Combination. The closing of the Business
Combination is subject to approval by Live Oak II's stockholders,
and the satisfaction of other customary closing conditions. The
Business Combination is expected to close promptly after the
Special Meeting.
Upon closing, the combined company is expected to be listed on
the Nasdaq Global Market with its common stock and warrants trading
under the new ticker symbols, "NVTS" and "NVTSW", respectively.
The meeting will be held at 10:00 am
Eastern Time, on October 12,
2021 via live webcast at
https://www.cstproxy.com/liveoakacqii/2021. To register and receive
access to the virtual meeting, registered stockholders and
beneficial stockholders (those holding shares through a stock
brokerage account or by a bank or other holder of record) will need
to follow the instructions applicable to them provided in the proxy
statement. Live Oak II recommends all stockholders vote in advance
of the Special Meeting by telephone, via the Internet or by
signing, dating and returning the proxy card upon receipt.
Your Vote FOR ALL Proposals Is Important, No Matter How Many or
How Few Shares of Common Stock You Own. If you have any questions
or need assistance voting, please contact Morrow Sodali LLC, our
proxy solicitor, by calling (800) 662-5200, or banks and brokers
can call collect at (203) 658-9400, or by emailing
LOKB.info@investor.morrowsodali.com.
About Navitas
Navitas Semiconductor Limited is the industry leader in GaN
power IC's, founded in 2014. Navitas has a strong and growing team
of power semiconductor industry experts with a combined 300 years
of experience in materials, devices, applications, systems and
marketing, plus a proven record of innovation with over 200 patents
among its founders. GaN power ICs integrate GaN power with drive,
control and protection to enable faster charging, higher power
density and greater energy savings for mobile, consumer,
enterprise, eMobility and new energy markets. Over 130 Navitas
patents are issued or pending, and over 25 million GaNFast power
ICs have been shipped with zero reported field failures.
About Live Oak Acquisition Corp. II
Live Oak II raised $253 million in
December 2020, and its units, Class A
common stock and warrants are listed on the NYSE under the tickers
"LOKB.U," "LOKB" and LOKB WS," respectively. Live Oak II is a blank
check company whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. Live
Oak II is led by an experienced team of managers, operators and
investors who have played important roles in helping build and grow
profitable public and private businesses, both organically and
through acquisitions, to create value for stockholders. The team
has experience operating and investing in a wide range of
industries, bringing a diversity of experiences as well as valuable
expertise and perspective.
Cautionary Statement Regarding Forward Looking
Statements
The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this
press release, regarding the proposed transaction, the ability of
the parties to consummate the transaction, the benefits of the
transaction and the combined company's future financial
performance, as well as the combined company's strategy, future
operations, estimated financial position, estimated revenues and
losses, projections of market opportunity and market share,
projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this press release, the
words "could," "should," "will," "may," "believe," "anticipate,"
"intend," "estimate," "plan," "seek," "expect," "project,"
"forecast," the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words.
Live Oak II and Navitas caution you that the forward-looking
statements contained in this press release are subject to numerous
risks and uncertainties, including the possibility that the
expected growth of Navitas' business will not be realized, or will
not be realized within the expected time period, due to, among
other things: (i) Navitas' goals and strategies, future business
development, financial condition and results of operations; (ii)
Navitas' customer relationships and ability to retain and expand
these customer relationships; (iii) Navitas' ability to accurately
predict future revenues for the purpose of appropriately budgeting
and adjusting Navitas' expenses; (iv) Navitas' ability to diversify
its customer base and develop relationships in new markets; (v) the
level of demand in Navitas' customers' end markets; (vi) Navitas'
ability to attract, train and retain key qualified personnel; (vii)
changes in trade policies, including the imposition of tariffs;
(viii) the impact of the COVID-19 pandemic on Navitas' business,
results of operations and financial condition; (ix) the impact of
the COVID-19 pandemic on the global economy; (x) the ability of
Navitas to maintain compliance with certain U.S. Government
contracting requirements; (xi) regulatory developments in
the United States and foreign
countries; and (xii) Navitas' ability to protect its intellectual
property rights. Forward-looking statements are also subject to
additional 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 proposed transaction, 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 proposed transaction or that the approval of the stockholders
of Live Oak II is not obtained; (iii) the outcome of any legal
proceedings that may be instituted against Live Oak II or Navitas
following announcement of the proposed transaction; (iv) the risk
that the proposed transaction disrupts Live Oak II's or Navitas'
current plans and operations as a result of the announcement of the
proposed transaction; (v) costs related to the proposed
transaction; (vi) failure to realize the anticipated benefits of
the proposed transaction; (vii) risks relating to the uncertainty
of the projected financial information with respect to Navitas;
(viii) risks related to the rollout of Navitas' business and the
timing of expected business milestones; (ix) the effects of
competition on Navitas' business; (x) the amount of redemption
requests made by Live Oak II's public stockholders; (xi) the
ability of Live Oak II or the combined company to issue equity or
equity-linked securities in connection with the proposed
transaction or in the future; and (xii) those factors discussed in
the Registration Statement filed with the SEC and Live Oak II's
final prospectus filed with the SEC on December 4, 2020 under the heading "Risk Factors"
and other documents of Live Oak II filed, or to be filed, with the
SEC.
If any of the risks described above materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by our forward-looking statements. There
may be additional risks that neither Live Oak II nor Navitas
presently know or that Live Oak II and Navitas 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 Live Oak II's and Navitas'
expectations, plans or forecasts of future events and views as of
the date of this press release. Live Oak II and Navitas anticipate
that subsequent events and developments will cause Live Oak II's
and Navitas' assessments to change. However, while Live Oak II and
Navitas may elect to update these forward-looking statements at
some point in the future, Live Oak II and Navitas specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Live Oak II's and
Navitas' 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.
Important Information and Where to Find It
In connection with the proposed transaction, Live Oak II has
filed the Registration Statement with the SEC, which includes a
proxy statement/prospectus of Live Oak II. Live Oak II also plans
to file other documents and relevant materials with the SEC
regarding the proposed transaction. The Registration Statement has
been cleared by the SEC, and a definitive proxy
statement/prospectus will be mailed to the stockholders of Live Oak
II. SECURITYHOLDERS OF LIVE OAK II AND NAVITAS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS
RELATING TO THE PROPOSED TRANSACTION THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders will be able to obtain free copies of the
proxy statement/prospectus and other documents containing important
information about Live Oak II and Navitas once such documents are
filed with the SEC through the website maintained by the SEC at
http://www.sec.gov.
Participants in the Solicitation
Live Oak II and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Live Oak II in connection with the proposed
transaction. Navitas and its officers and directors may also be
deemed participants in such solicitation. Securityholders may
obtain more detailed information regarding the names, affiliations
and interests of certain of Live Oak II's executive officers and
directors in the solicitation by reading Live Oak II's Annual
Report on Form 10-K filed with the SEC on March 25, 2021 and the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with
the proposed transaction when they become available. Information
concerning the interests of Live Oak II's participants in the
solicitation, which may, in some cases, be different than those of
Live Oak II's stockholders generally, will be set forth in the
proxy statement/prospectus relating to the proposed transaction
when it becomes available.
Contact Information
For Navitas
Media
Graham Robertson,
CMO Grand Bridges
Graham@GrandBridges.com
Investors
Stephen
Oliver, VP Corporate Marketing & Investor Relations
ir@navitassemi.com
For Live Oak II
Adam J. Fishman, Managing
Partner
afishman@liveoakmp.com
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SOURCE Live Oak Acquisition Corp. II