Tuscan Holdings Corp. Announces Intent to Combine With Microvast Inc.
NEW YORK, Nov. 13, 2020 /PRNewswire/ -- Tuscan Holdings Corp. (NASDAQ:THCB) ("Tuscan") today confirmed that it has signed a letter of intent ("LOI") related to a business combination with Microvast Inc., a market leading provider of next-generation battery technologies for commercial and specialty use electric vehicles ("Microvast" or the "Company").
Founded by Yang Wu in 2006, Microvast is focused on driving mass adoption EVs and its battery technology boasts best-in-class charging speed, battery life, energy density and safety performance. The Company has been an innovative industry leader for over a decade and has clear visibility to future growth from its existing pipeline across commercial markets including e-buses, vans, trucks, passenger vehicles, automated guided vehicles, forklifts and mining trucks. Microvast is a vertically integrated battery technology company with R&D and production capabilities that span cell chemistries, materials, cells, modules and packs. In addition, Microvast has an industry leading manufacturing price point for batteries with ongoing further improvements in development.
Tuscan also announced that in connection with the intended transaction with Microvast, Ahmed Fattouh and Brian Pham of InterPrivate Capital are acting as Senior Advisors to Tuscan. Mr. Fattouh and Mr. Pham, who have prior experience in automotive technology as SPAC sponsors, will continue to advise the Tuscan team through the business combination.
"Microvast has a compelling financial profile, with significant historical revenues as well as projected growth and profitability. With its battery technology installed in over 28,000 vehicles worldwide, an impressive, growing list of global OEM customers, and a strategic partnership with Fiat Power Train Industrial, Microvast is a proven technology leader driving the mass adoption of EVs. We are excited to partner with Mr. Wu and his experienced team and believe the valuation negotiated provides long term intrinsic value to Tuscan shareholders. We look forward to supporting Microvast in its next phase of growth as a public company," said Stephen Vogel, Chairman and CEO of Tuscan.
Yang Wu, Microvast's founder, Chairman and CEO added: "Our potential transition into a public company will help continue to fuel our design and development of market-leading ultra-fast charging, long-life battery power systems. Microvast expects to generate over $100 million of revenue this financial year. With the automotive technology experience and capital this transaction with Tuscan is intended to provide, we are confident we can build upon our established success and accelerate our growth in the electric vehicle battery industry."
Completion of the transaction is subject to, among other things, the execution of a definitive agreement, approval by the two companies' boards, satisfaction of customary closing conditions and approval of the transaction by each company's shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms currently contemplated or at all.
Additional Information and Where to Find It
Additional information regarding Microvast can be found on the Company's website www.microvast.com
If a legally binding definitive agreement is entered into, a full description of the terms of the transaction will be provided in a registration statement and/or a proxy statement of Tuscan (the "Transaction Proxy Statement"), to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Tuscan urges investors, stockholders and other interested persons to read, when available, the preliminary Transaction Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about Tuscan, Microvast and the transaction.
Investors and security holders of Tuscan are advised to read, when available, the preliminary Transaction Proxy Statement and definitive Transaction Proxy Statement, and any amendments thereto, because these documents will contain important information about proposed transaction. The definitive Transaction Proxy Statement will be mailed to Tuscan's stockholders of record as of a record date to be established for the special meeting of stockholders relating to the proposed transaction. Stockholders will also be able to obtain copies of the Transaction Proxy Statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Tuscan Holdings, Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.
Forward Looking Statements
Certain statements made in this release are "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 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 Tuscan'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 of Tuscan to enter into a definitive agreement with respect to the proposed business combination with Microvast or to complete the contemplated transaction; matters discovered by Tuscan or Microvast as they complete their respective due diligence investigation of the other; the impact of COVID-19 on Tuscan or Microvast; the risk that the approval of the stockholders of Tuscan for the potential transaction is not obtained; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of funds available in Tuscan's trust account following any redemptions by Tuscan stockholders; the ability to meet Nasdaq's listing requirements following the consummation of the transaction; costs related to the proposed transaction; and those factors discussed in Tuscan's prospectus relating to its initial public offering filed with the SEC. Tuscan does not 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.
Participants in the Solicitation
Tuscan and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of Tuscan and a description of their interests in Tuscan will be set forth in the Transaction Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Tuscan, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.
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