Switchback Energy Acquisition Corporation (NYSE: SBE)
(“Switchback”) today announced that it convened and then adjourned,
without conducting any other business, its virtual Special Meeting
of Stockholders to February 25, 2021 at 10:00 a.m., Eastern time
(the “Special Meeting”), to allow for more time for stockholders to
vote their shares to reach the required quorum and approve the
required proposals. The Special Meeting is being held to consider
the proposed business combination (the “Business Combination”)
between Switchback and ChargePoint, Inc. (“ChargePoint”), and the
related proposals, as described in Switchback’s definitive proxy
statement/prospectus/consent solicitation statement, dated January
8, 2021 (the “Registration Statement”). The Special Meeting will be
held via live webcast
at https://www.cstproxy.com/switchbackenergy/sm2021.
Switchback has received overwhelming support for the Business
Combination. At the time the Special Meeting was convened,
approximately 99.9% of the proxies received had been voted in favor
of the transaction. However, since holders of approximately 45% of
the outstanding shares submitted proxies to vote, the necessary
quorum of a majority of the outstanding shares was not present.
Switchback requests that any investor who held shares of stock in
Switchback as of the close of business on December 16, 2020 and has
not yet voted do so as soon as possible in order to avoid
additional delays.
- If you owned
Switchback (NYSE: SBE) stock as of the close of business on
December 16, 2020, you are urged to vote as soon as
possible.
- Switchback needs
additional votes by stockholders of record to reach the
required quorum for the Special Meeting.
- If you were a
Switchback stockholder as of the close of business on December 16,
2020, you can vote or receive assistance in voting by calling
Morrow Sodali LLC, Switchback’s proxy solicitor, toll-free at (877)
787-9239.
- Electronic voting
platforms are open for voting. You may vote electronically by
following the instructions provided by your broker, bank or other
nominee.
- ChargePoint, Inc. is
one of the world’s largest electric vehicle (“EV”) charging
networks with the market’s most complete portfolio of charging
solutions available today. Following the closing of the Business
Combination, it is expected that the combined company will be
renamed ChargePoint Holdings, Inc. and will have more than $600
million of cash on its balance sheet to fund operations, support
growth, repay debt and for general corporate purposes.
Switchback urges its stockholders who have not voted to
do so as soon as possible. If you have any questions
regarding the Special Meeting or need assistance voting your
shares, please contact Switchback’s proxy solicitor, Morrow Sodali
LLC, toll-free at (877) 787-9239 or by email at
sbe.info@investor.morrowsodali.com.
In connection with the proposed Business Combination, Switchback
filed the Registration Statement with the U.S. Securities and
Exchange Commission (the “SEC”) on January 8, 2021, and the
Registration Statement and proxy card were mailed shortly
thereafter to stockholders of record as of the close of business on
December 16, 2020. The Registration Statement is available on the
SEC website at www.sec.gov. Switchback stockholders are encouraged
to read the Registration Statement, including, among other things,
the reasons for Switchback’s Board of Directors’ unanimous
recommendation that stockholders vote “FOR” the Business
Combination and the other stockholder proposals set forth in the
Registration Statement as well as the background of the process
that led to the pending business combination with ChargePoint.
How do I vote my shares?
If your shares are held in “street name” as described above, you
can instruct your broker, bank or other nominee how to vote the
shares in your account by following the instructions that the
broker, bank or other nominee provided to you along with the
Registration Statement.
If you need assistance voting your shares, please call Morrow
Sodali LLC, Switchback’s proxy solicitor, toll-free at (877)
787-9239.
Can I still vote if I no longer own my
shares?
Yes, if you owned shares as of the close of business on December
16, 2020, the record date for the Special Meeting, you can still
vote your shares even if you no longer own them.
Additional Information on the Business Combination and
Where to Find It
In connection with the proposed Business Combination, Switchback
filed the Registration Statement with the SEC, which includes a
proxy statement/prospectus of Switchback and a consent solicitation
statement of ChargePoint. The Registration Statement has been
declared effective by the SEC and the definitive proxy
statement/prospectus/consent solicitation statement has been mailed
out to Switchback’s stockholders. Switchback’s stockholders and
other interested persons are advised to read the definitive proxy
statement/prospectus/consent solicitation statement (including all
amendments and supplements thereto) and other documents relating to
the Business Combination filed with the SEC as these materials
contain important information about Switchback, ChargePoint and the
Business Combination. Stockholders may obtain copies of the
definitive proxy statement/prospectus/consent solicitation
statement and other documents filed with the SEC, without charge,
at the SEC’s web site at www.sec.gov, or by directing a
request to: Switchback Energy, 5949 Sherry Lane, Suite 1010,
Dallas, TX, 75225, Attention: Jim Mutrie, Chief Commercial Officer,
General Counsel, Secretary and Director, (972) 514-9535.
Participants in the Solicitation Switchback and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Switchback’s
stockholders in connection with the Business Combination.
ChargePoint and its officers and directors may also be deemed
participants in such solicitation. Information about the directors
and executive officers of Switchback is set forth in Switchback’s
Annual Report on Form 10-K which was filed with the SEC on February
10, 2021. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
definitive proxy statement/prospectus/consent solicitation
statement and other relevant materials filed with the SEC.
About Switchback Switchback is a special
purpose acquisition company and was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses in the energy value chain. Switchback is
sponsored by NGP Switchback, LLC, which is owned by a private
investment fund advised by NGP Energy Capital Management, L.L.C.
and the management team of Switchback. Switchback began trading on
the New York Stock Exchange in July 2019 and its common stock,
units and warrants trade under the ticker symbols SBE, SBE.U and
SBE.WS, respectively. For more information, please
visit www.switchback-energy.com.
About ChargePoint Since 2007, ChargePoint has
been committed to making it easy for businesses and drivers to go
electric. The company has built one of the world’s largest EV
charging networks and most complete portfolio of charging solutions
available today. ChargePoint’s cloud subscription platform and
software-defined charging hardware are designed to include options
for every charging scenario from home and multifamily to workplace,
parking, hospitality, retail and transport fleets of all types.
Today, one ChargePoint account provides access to
hundreds-of-thousands of places to charge in North America and
Europe. To date, drivers have logged more than 88 million
charging sessions, with drivers plugging into the ChargePoint
network approximately every two seconds. ChargePoint is creating
the new fueling network to move all people and goods on
electricity.
Forward Looking Statements The information
included herein and in any oral statements made in connection
herewith include “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts
contained herein are forward-looking statements. Forward-looking
statements may 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” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
other financial and performance metrics, projections of market
opportunity and market share. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of ChargePoint and Switchback’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 ChargePoint and Switchback. 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; risks relating
to the uncertainty of the projected financial information with
respect to ChargePoint; the inability of the parties to
successfully or timely consummate the proposed transactions,
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 transactions or that the approval of the
stockholders of Switchback or ChargePoint is not obtained; the
failure to realize the anticipated benefits of the proposed
transactions; risks related to the rollout of ChargePoint’s
business and the timing of expected business milestones;
ChargePoint’s dependence on widespread acceptance and adoption of
electric vehicles and increased installation of charging stations;
ChargePoint’s ability to maintain effective internal controls over
financial reporting, including the remediation of identified
material weaknesses in internal control over financial reporting
relating to segregation of duties with respect to, and access
controls to, its financial record keeping system, and ChargePoint’s
accounting staffing levels; ChargePoint’s current dependence on
sales of charging stations for most of its revenues; overall demand
for electric vehicle charging and the potential for reduced demand
if governmental rebates, tax credits and other financial incentives
are reduced, modified or eliminated or governmental mandates to
increase the use of electric vehicles or decrease the use of
vehicles powered by fossil fuels, either directly or indirectly
through mandated limits on carbon emissions, are reduced, modified
or eliminated; potential adverse effects on ChargePoint’s revenue
and gross margins if customers increasingly claim clean energy
credits and, as a result, they are no longer available to be
claimed by ChargePoint; the effects of competition on ChargePoint’s
future business; risks related to ChargePoint’s dependence on its
intellectual property and the risk that ChargePoint’s technology
could have undetected defects or errors; the amount of redemption
requests made by Switchback’s public stockholders; the ability of
Switchback or the combined company to issue equity or equity-linked
securities or obtain debt financing in connection with the proposed
transactions or in the future and those factors discussed in
Switchback’s final prospectus dated July 25, 2019, Annual Report on
Form 10-K for the fiscal year ended December 31, 2020 and the
definitive proxy statement/prospectus/consent solicitation
statement, in each case, under the heading “Risk Factors,” and
other documents of Switchback filed, or to be filed, with the SEC.
If any of these risks materialize or Switchback’s or ChargePoint’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 Switchback nor ChargePoint
presently know or that Switchback and ChargePoint 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 Switchback’s and ChargePoint’s
expectations, plans or forecasts of future events and views as of
the date hereof. Switchback and ChargePoint anticipate that
subsequent events and developments will cause Switchback’s and
ChargePoint’s assessments to change. However, while Switchback and
ChargePoint may elect to update these forward-looking statements at
some point in the future, Switchback and ChargePoint specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Switchback’s and
ChargePoint’s assessments as of any date subsequent to the date
hereof. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Additional information concerning these
and other factors that may impact Switchback’s expectations and
projections can be found in Switchback’s periodic filings with the
SEC, including Switchback’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 and the definitive proxy
statement/prospectus/consent solicitation statement. Switchback’s
SEC filings are available publicly on the SEC’s website
at www.sec.gov.
No Offer or Solicitation This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or constitute a solicitation of any
vote or approval.
Investor Contact: Morrow Sodali
LLC Donna Corso or Ryan Loveless (877) 787-9239
sbe.info@investor.morrowsodali.com
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