RMG Acquisition Corp. Announces Stockholder Approval of Business Combination with Romeo Systems, Inc. with No Redemptions
December 28 2020 - 3:48PM
Business Wire
RMG Acquisition Corp. (“RMG”) today announced the results for
the five proposals considered and voted upon by its stockholders at
its Special Meeting on December 28, 2020. RMG reported that all of
the various proposals giving effect to the previously announced
business combination between RMG and Romeo Systems, Inc. (“Romeo
Power”) were approved by approximately 99.8% of the shares of RMG
voted at the special meeting. A Form 8-K disclosing the full voting
results will be filed with the Securities and Exchange Commission
on December 28, 2020.
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Additionally, the deadline for electing redemptions has passed
and no stockholder has properly elected to redeem its shares in
connection with the business combination. As a result, RMG will
have approximately $394 million in its trust account prior to the
business combination, which amount includes $160 million received
in the private placement, which has been approved by stockholders
and is expected to occur concurrently with the closing of the
business combination.
The closing of the business combination is anticipated to take
place on or around December 29, 2020. Following closing of the
business combination, the combined company will be renamed Romeo
Power, Inc. and trade on the New York Stock Exchange under the
ticker symbol “RMO.”
About RMG Acquisition Corp.
RMG Acquisition Corp is a special purpose acquisition company
whose management and board has deep experience in power, renewable
energy, environmental services, energy technology and corporate
governance. RMG’s team includes top level executives from Goldman
Sachs, Carlyle Group, Cogentrix Energy, Deloitte & Touché,
Access Industries, Calpine Corporation and Riverside Management
Group. For additional information, please visit
http://www.rmgacquisition.com/.
About Romeo Power
Romeo Power, founded in 2016 in California by Michael Patterson,
is an industry leading energy technology company focused on
designing and manufacturing lithium-ion battery modules and packs
for commercial electric vehicles. Through its energy dense battery
modules and packs, Romeo Power enables large-scale sustainable
transportation by delivering safer, longer lasting batteries with
longer range and shorter charge times. With greater energy density,
Romeo Power is able to create lightweight and efficient solutions
that deliver superior performance, and provide improved
acceleration, range, safety and durability. Romeo Power’s modules
and packs are customizable and scalable, and they are optimized by
its proprietary battery management system. The company has
approximately 100 employees and more than 60 battery-specific
engineers and a 113,000 square foot manufacturing facility in Los
Angeles, California with key battery development capabilities
performed in-house. On October 5, 2020, Romeo Power and RMG
announced a definitive agreement for a business combination that
would result in Romeo Power becoming a publicly listed company.
Upon closing of the transaction, the combined company will be named
Romeo Power, Inc. and is expected to remain listed on the NYSE and
trade under the new ticker symbol “RMO.” For additional information
on Romeo Power, please visit https://romeopower.com.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This press release includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
RMG’s or Romeo Power’s management’s control, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
the inability to complete the transactions contemplated by the
proposed business combination; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the ability to meet the
NYSE’s listing standards following the consummation of the
transactions contemplated by the proposed business combination;
costs related to the proposed business combination; Romeo Power’s
ability to execute on its plans to develop and market new products
and the timing of these development programs; Romeo Power’s
estimates of the size of the markets for its products; the rate and
degree of market acceptance of Romeo Power’s products; the success
of other competing technologies that may become available; Romeo
Power’s ability to identify and integrate acquisitions; the
performance of Romeo Power’s products; potential litigation
involving RMG or Romeo Power; and general economic and market
conditions impacting demand for Romeo Power’s products. Other
factors include the possibility that the proposed transaction does
not close, including due to the failure of closing conditions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of RMG’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and related proxy
statement/consent solicitation statement/prospectus, and other
documents filed by RMG from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and neither RMG nor Romeo Power undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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Romeo Power For Investors ICR, Inc.
RomeoPowerIR@icrinc.com
For Media ICR, Inc. RomeoPowerPR@icrinc.com
RMG Acquisition Corp. Philip Kassin Chief Operating
Officer pkassin@rmginvestments.com 212-785-2579
Romeo Power (NYSE:RMO)
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