Nikola launches an exchange offer to acquire Romeo Power

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PHOENIX, August 30, 2022 /PRNewswire/ — Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emission energy and transportation infrastructure solutions, today announced that it launched yesterday, through a wholly owned exclusive, an exchange offer (the “Offer”) to purchase all of the outstanding common shares of Power of Romeo, Inc. (NYSE:RMO). On August 1, 2022Nikola and Romeo jointly announced that they have entered into a definitive agreement for this all-stock transaction.

Under the terms of the agreement, Romeo shareholders will receive 0.1186 shares of Nikola common stock for each Romeo share, representing a pro forma equity interest of approximately 4.5% in Nikola. The proposed exchange ratio represents a premium of approximately 34% compared to that of Romeo July 29, 2022 closing share price.

If the offer is successful, a newly formed subsidiary of Nikola will be merged into Romeo, and all remaining common shares of Romeo not tendered to the exchange offer will be canceled and converted into the right to receive the same consideration as provided for in the exchange offer.

Nikola has filed with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, which includes a summary of the terms of the offer. Nikola has also filed with the SEC a registration statement on Form S-4 which contains, among other things, a preliminary prospectus/exchange offer and provides the terms of the offer. In addition, Romeo has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 which includes the recommendation of Romeo’s board of directors that its stockholders accept the offer and tender their stock.

The Offer will expire at midnight Eastern Time at the end of September 26, 2022, except for extension pursuant to the Merger Agreement and applicable SEC rules and regulations. The transaction is expected to close during the fourth quarter of 2022, subject to the offer by Romeo shareholders of shares representing the majority of Romeo’s outstanding common shares, and customary closing conditions, including regulatory approval. .

Alliance Advisors is acting as Information Agent for the Offer and Continental Stock Transfer & Trust Company is acting as Exchange Agent for the Offer. Requests for materials and questions regarding the Offer may be directed to Alliance Advisors by telephone at (855) 643-7453 (Romeo stockholders toll free) or (973) 873-7700 (bankers and brokers collect) or by email at [email protected].

About Nikola Corporation

Nikola Corporation is transforming the transportation industry globally. As a designer and manufacturer of zero-emission hydrogen and battery electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems and hydrogen station infrastructure, Nikola is committed to revolutionize the economic and environmental impact of commerce as we know it. today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona.

Additional information and where to find it

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell shares. On August 29, 2022, Nikola Corporation (“Nikola”) has filed a registration statement on Form S-4 (including a prospectus/offer to exchange, related letter of transmittal and other offer to exchange documents (collectively , the “Registration Statement”)) with the U.S. Securities and Exchange Commission (the “SEC”) and may file additional amendments thereto, and Nikola and a wholly-owned subsidiary of Nikola have filed a statement tender offer on Schedule TO with the SEC and may file additional amendments thereto. Moreover, on August 29, 2022, Power of Romeo, Inc. (“Romeo”) has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC and may file amendments thereto. Nikola and Romeo may also file other documents with the SEC related to the transaction. This document does not replace the registration statement, tender offer statement, solicitation/recommendation statement or any other document that Nikola or Romeo may file with the SEC in connection with the transaction (collectively, the “Exchange Offer Documents”). THE EXCHANGE OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION. ROMEO SHAREHOLDERS ARE ADVISED TO READ THESE MATERIALS CAREFULLY (AS THEY MAY BE AMENDED FROM TIME TO TIME) AS THEY CONTAIN IMPORTANT INFORMATION THAT ROMEO COMMON SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TRADING OF THEIR COMMON SHARES. The exchange offer documents are made available to all Romeo shareholders at no cost to them. The exchange offer documents are available free of charge on the SEC’s website at www.sec.gov. Copies of Nikola’s SEC filings are also available free of charge by contacting Investor Relations, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040. Copies of documents filed with the SEC by Romeo are also available free of charge by contacting Investor Relations, Corporate Secretary, Power of RomeoInc., 5560 Katella Avenue, Cypress, California 90630. In addition to the exchange offer documents, Nikola and Romeo are filing annual, quarterly and current reports and other information with the SEC. You can read any reports or other information filed by Nikola and Romeo at www.sec.gov.

Forward-looking statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements relating to the exchange offer, the proposed merger, the anticipated benefits of the transaction and Nikola’s expectations regarding the closing of the merger. These forward-looking statements are generally identified by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, accordingly, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release, including, but not limited to: the risks related to Nikola’s ability to complete the proposed transaction in a timely manner or not at all; the satisfaction of the conditions precedent to the completion of the contemplated transaction, in particular the valid contribution of a sufficient number of Romeo shares in the public exchange offer to satisfy the minimum condition; the ability of Romeo and Nikola to receive the regulatory approvals required for the proposed acquisition of Romeo by Nikola; the occurrence of events that may give rise to a right of one or both parties to terminate the merger agreement; Nikola’s ability to successfully integrate Romeo’s battery production into its business; Nikola’s ability to achieve expected synergies; the ability to realize the expected benefits of the proposed transaction, including the possibility that the expected benefits of the proposed transaction will not be realized or will not be realized within the expected time frame; the risk that disruption of the proposed transaction will make it more difficult to maintain business and operational relationships; the potential adverse effects of the announcement or completion of the proposed transaction on the market price of Nikola’s common stock or on its business or results of operations; the risk of litigation or regulatory action related to the proposed transaction; the effect of the announcement or expectation of the transaction on Romeo’s business relationships, results of operations and business generally; risks related to significant transaction costs or known or unknown liabilities; risks associated with third-party contracts containing consent or other provisions that may be triggered by the proposed transaction; and the parties’ ability to retain and hire key personnel. There can be no assurance that the proposed transaction or any other matter described above will actually be completed in the manner described or at all. For additional information on factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see Nikola’s and Romeo’s reports on Forms 10-K, 10-Q and 8-K filed with or provided to the SEC from time to time. These forward-looking statements speak only as of the date hereof, and Nikola disclaims any obligation to update any forward-looking statements, except as required by law.

SOURCENikola Corporation

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