CPE Information (2/17/2021) – Li-Cycle Corp. and Peridot Acquisition Corp. (NYSE: PDAC), a particular objective acquisition firm (SPAC) sponsored by Carnelian Vitality Capital, have entered into right into a definitive enterprise mixture settlement that may end in Li-Cycle turning into a public firm.
The transaction constitutes as Peridot Acquisition’s qualifying transaction (QA).
Upon closing of the transaction, the mixed firm, persevering with as an Ontario company, will likely be renamed Li-Cycle Holdings Corp. and will likely be listed on the New York Inventory Change beneath the brand new ticker image “LICY.”
The mixed firm will likely be led by Ajay Kochhar, co-Founder, President and Chief Govt Officer of Li-Cycle, and Tim Johnston, co-Founder and Govt Chairman.
The transaction values Li-Cycle Corp. at US $975 million.
The transaction features a absolutely dedicated, upsized US $315 million PIPE from buyers that embrace Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, in addition to Peridot sponsor Carnelian Vitality Capital, current Li-Cycle investor Moore Strategic Ventures and international advertising and strategic off-take companion Traxys S.A
The professional forma fairness worth of the mixed firm will likely be roughly US $1.67 billion
The transaction is predicted to shut within the second quarter of 2021.
McCarthy Tétrault LLP acts as Canadian counsel to Li-Cycle whereas Stikeman Elliot LLP acts as Canadian counsel for Peridot.
Mississauga, Ontario primarily based is a lithium-ion battery recycling firm with processing services in Kingston Ontario and Rochester, New York. The corporate is able to processing all forms of lithium-ion batteries utilized in digital gadgets, e-mobility, electrical automobiles and different vitality storage purposes.
picture credit score: Li-Cycle
Li-Cycle, North America’s Largest Lithium-Ion Battery Useful resource Recycling Firm, to Checklist on NYSE by way of Transaction with Peridot Acquisition Corp.
Li-Cycle, North America’s largest lithium-ion battery useful resource recycling firm, has entered right into a definitive enterprise mixture settlement with Peridot Acquisition Corp. (NYSE: PDAC). Upon closing, the mixed firm will likely be renamed Li-Cycle Holdings Corp. and will likely be listed on the New York Inventory Change beneath the brand new ticker image “LICY.”
Li-Cycle makes use of a breakthrough, industrial course of for sustainably recovering vital high-grade supplies from battery manufacturing scrap and end-of-life batteries, making a closed-loop, domestically sourced lithium-ion battery provide chain. Li-Cycle patented expertise permits a shift away from legacy thermal recycling applied sciences, which may emit dangerous emissions and end in decrease restoration charges.
Li-Cycle has a strong buyer community, together with 40+ industrial contracts with blue chip suppliers and off-take agreements by way of 2030. Li-Cycle’s industrial battery provide clients embrace 14 of the most important international automotive and battery producers.
Li-Cycle is predicted to obtain roughly $615 million in gross transaction proceeds, enabling the corporate to totally fund its deliberate international growth. 100% of Li-Cycle’s current shares will roll into the mixed firm.
The transaction features a absolutely dedicated, upsized $315 million PIPE from buyers that embrace Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, in addition to Peridot sponsor Carnelian Vitality Capital, current Li-Cycle investor Moore Strategic Ventures and international advertising and strategic off-take companion Traxys S.A (“Traxys”).
The professional forma fairness worth of the mixed firm is roughly $1.67 billion with the transaction anticipated to shut within the second quarter of 2021.
TORONTO, Ontario and HOUSTON, Texas. (February 16, 2021) – Li-Cycle Corp. (“Li-Cycle” or “the Firm”), a industrial chief in lithium-ion battery useful resource restoration, and Peridot Acquisition Corp. (“Peridot”) (NYSE: PDAC), a publicly-traded particular objective acquisition firm sponsored by Carnelian Vitality Capital, introduced their entry right this moment right into a definitive enterprise mixture settlement that may end in Li-Cycle turning into a public firm. Upon closing of the transaction, the mixed firm will likely be renamed Li-Cycle Holdings Corp. and will likely be listed on the New York Inventory Change beneath the brand new ticker image “LICY.” The mixed firm will likely be led by Ajay Kochhar, Co-Founder, President and Chief Govt Officer of Li-Cycle, and Tim Johnston, Co-Founder and Govt Chairman.
Firm Overview and Funding Highlights
Based in Toronto in 2016, Li-Cycle is an industry-leading lithium-ion battery useful resource restoration firm and the most important lithium-ion battery recycler in North America. Li-Cycle sits on the intersection of three core megatrends:
The electrical automobile revolution
The availability scarcity of strategic battery supplies
The necessity for a really sustainable, ESG-friendly lithium-ion battery recycling resolution, a vital lacking step within the battery provide chain
The crucial for economically and environmentally sustainable useful resource recycling is rising in lockstep with the exponential development of battery manufacturing. Li-Cycle makes use of its patented Spoke & Hub applied sciences to realize the industry-leading restoration charge and produce the scarce battery supplies underpinning the worldwide development in electrical automobile penetration. Legacy recycling applied sciences have largely relied on thermal operations, which may emit dangerous emissions and end in decrease restoration charges. Li-Cycle’s two-stage battery recycling mannequin permits clients to profit from a protected and environmentally pleasant resolution for recycling all forms of lithium-ion supplies.
Key funding highlights are as follows:
Materials Demand and Sturdy Macroeconomic and Regulatory Tailwinds – The large international shift towards electrification, more and more stringent environmental rules and rising clear vitality infrastructure spending are accelerating the demand for lithium-ion battery supplies and recycling options.
Patented Know-how Gives as much as 95% Useful resource Mass Restoration – Underlying applied sciences are protected by 18 patents/patent purposes that tie again to 3 core patent households, offering a sturdy aggressive moat. Li-Cycle’s scalable, sustainable, protected and proprietary Spoke & Hub system gives as much as 95% useful resource mass restoration, and is lithium-ion battery chemistry and cost agnostic.
Spoke and Hub Applied sciences – Spokes are decentralized services to mechanically course of batteries near sources of provide whereas Hubs are centralized services for large-scale manufacturing of specialty supplies to realize economies of scale in recycling.
Low-Value Producer of Battery Grade Supplies – Li-Cycle is uniquely capable of economically recuperate core battery grade supplies, together with lithium carbonate, nickel sulphate and cobalt sulphate, at a decrease value than mined supplies.
Environmentally Pleasant – Li-Cycle’s course of doesn’t require excessive temperatures, no wastewater is produced, and solely low stage emissions are generated from operations.
Strong Buyer Community – Li-Cycle has 40+ industrial contracts with blue chip suppliers and off-take agreements by way of 2030, akin to a cumulative forecasted EBITDA between 2021 and 2025 of $985 million. Greater than $300 million/yr of income is to be generated from contracted off-take agreements with Traxys, each an investor within the PIPE and an current strategic companion. The Firm’s industrial battery provide clients embrace 14 of the most important international automotive and battery producers.
Ajay Kochhar, Co-Founder, President and Chief Govt Officer of Li-Cycle, commented, “Li-Cycle’s patented expertise is confirmed within the North American market because the main approach to recycle lithium-ion batteries and re-use recovered supplies to make new batteries in a really round and sustainable method. The capital raised on this transaction will absolutely fund our deliberate international development. We’re excited to companion with the Peridot crew and enter the general public markets, ship on our mission and create long-term worth for our clients, staff and shareholders.”
Tim Johnston, Co-Founder and Govt Chairman of Li-Cycle, commented, “We see an amazing international market alternative in entrance of us pushed by the exponential development of the electrical automobile market. Our ‘future proofed’ expertise can recycle any battery chemistry economically, and our closed-loop resolution gives the important uncooked materials constructing blocks for batteries which are in vital demand. The partnership with the Peridot crew is an thrilling and essential milestone in Li-Cycle’s journey, additional enabling Li-Cycle to realize our mission and develop in lockstep with our clients – in North America and globally.”
Alan Levande, Chairman and Chief Govt Officer of Peridot who will be a part of Li-Cycle’s Board of Administrators, stated, “Li-Cycle is on the forefront of one of the vital essential and under-penetrated markets in clear expertise that’s rising in lock-step with the electrification of mobility. Because the North American market chief, we consider Li-Cycle is a singular and compelling ESG funding alternative for buyers trying to take part within the international vitality transition. We’re delighted to companion with Li-Cycle to advance and scale its disruptive expertise.”
The enterprise mixture features a pre-money fairness valuation for Li-Cycle of $975 million and, when mixed with the transaction proceeds, represents a mixed firm professional forma fairness worth of $1.67 billion. The transaction will present $615 million in gross proceeds to the Firm, assuming no redemption by Peridot shareholders, together with a $315 million absolutely dedicated, upsized frequent inventory PIPE at $10.00 per share from buyers that embrace Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, in addition to Peridot sponsor Carnelian Vitality Capital, current Li-Cycle buyers together with Moore Strategic Ventures, and international advertising and strategic off-take companion Traxys.
The Boards of Administrators of every of Li-Cycle and Peridot have unanimously accredited the transaction. The transaction would require the approval of the shareholders of each Li-Cycle and Peridot, and is topic to different customary closing circumstances, together with the receipt of sure regulatory approvals. The transaction is predicted to shut within the second quarter of 2021. 100% of Li-Cycle’s shareholders will roll their fairness holdings into the brand new public firm.
Extra details about the proposed transaction, together with a duplicate of the merger settlement and investor presentation, will likely be supplied in a Present Report on Kind Eight-Okay to be filed by Peridot with the Securities and Change Fee (“SEC”) and will likely be out there on the Li-Cycle’s Investor Relations web page at www.li-cycle.com/buyers and at www.sec.gov.
Citi is serving as sole monetary advisor to Li-Cycle. Cowen is serving as capital markets advisor to Li-Cycle. UBS Funding Financial institution is serving as lead placement agent and Barclays and Citi are serving as placement brokers for the PIPE. UBS Funding Financial institution and Barclays are additionally serving as monetary and capital markets advisors to Peridot. McCarthy Tétrault and Freshfields Bruckhaus Deringer are serving as authorized advisors to Li-Cycle. Kirkland & Ellis and Stikeman Elliott are serving as authorized advisors to Peridot. INFOR Monetary Inc. has supplied a equity opinion to the Board of Administrators of Li-Cycle.
Investor Convention Name Data
Peridot and Li-Cycle will host a joint investor convention name to debate the proposed transaction Tuesday, February 16, 2021 at Eight:00am ET.
events could hearken to the ready remarks name through phone by dialing 1-877-407-4018; worldwide callers can dial 1-201-689-8471. A phone replay will likely be out there till March 2, 2021 by dialing 1-844-512-2921; worldwide callers ought to dial 1-412-317-6671 and enter the passcode 13716354.
About Li-Cycle Corp.
Li-Cycle Corp. (Li-Cycle) is on a mission to leverage its modern Spoke & Hub Applied sciences to supply a customer-centric, end-of-life resolution for lithium-ion batteries, whereas making a secondary provide of vital battery supplies. Lithium-ion rechargeable batteries are more and more powering our world in automotive, vitality storage, shopper electronics, and different industrial and family purposes. The world wants improved expertise and provide chain improvements to raised handle battery manufacturing waste and end-of-life batteries and to satisfy the quickly rising demand for vital and scarce battery-grade uncooked supplies by way of a closed-loop resolution. For extra info, go to https://li-cycle.com/.
About Peridot Acquisition Corp.
Peridot Acquisition Corp. is a clean test firm fashioned for the aim of getting into right into a merger, share alternate, asset acquisition, share buy, reorganization or related enterprise mixture with a number of companies. The Firm’s sponsor is an affiliate of Carnelian Vitality Capital Administration, L.P., an funding agency that focuses on alternatives within the North American vitality house in partnership with best-in-class administration groups. For extra info, go to https://peridotspac.com/.
Extra Data and The place to Discover It
In reference to the proposed transaction involving Li-Cycle and Peridot, Li-Cycle Holdings Corp. (“Newco”) will put together and file with the SEC a registration assertion on Kind F-Four that may embrace a doc that may function each a prospectus of Newco and a proxy assertion of Peridot (the “Proxy Assertion/Prospectus”). Li-Cycle, Peridot and Newco will put together and file the Proxy Assertion/Prospectus with the SEC and Peridot will mail the Proxy Assertion/Prospectus to its shareholders and file different paperwork relating to the proposed transaction with the SEC. This communication shouldn’t be an alternative to any proxy assertion, registration assertion, proxy assertion/prospectus or different paperwork Peridot or Newco could file with the SEC in reference to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY PERIDOT OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Buyers and security holders will be capable to get hold of free copies of the Proxy Assertion/Prospectus and different paperwork filed with the SEC by Peridot or Newco by way of the web site maintained by the SEC at www.sec.gov.
Buyers and securityholders may even be capable to get hold of free copies of the paperwork filed by Peridot and/or Newco with the SEC on Peridot’s web site at www.peridotspac.com or by emailing firstname.lastname@example.org.
No Supply or Solicitation
This communication doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities of Peridot or Newco or a solicitation of any vote or approval. No provide of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.
Individuals within the Solicitation
Li-Cycle, Peridot, Newco, and sure of their respective administrators, govt officers and staff could also be deemed to be contributors within the solicitation of proxies in reference to the proposed transaction. Data relating to the individuals who could, beneath the principles of the SEC, be deemed contributors within the solicitation of proxies in reference to the proposed transaction, together with an outline of their direct or oblique pursuits, by security holdings or in any other case, will likely be set forth within the Proxy Assertion/Prospectus and different related supplies when it’s filed with the SEC. Data relating to the administrators and govt officers of Peridot is contained in Peridot’s ultimate prospectus for its preliminary public providing, filed with the SEC on September 24, 2020 and sure of its Present Experiences filed on Kind Eight-Okay. These paperwork might be obtained freed from cost from the sources indicated above.
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