INTRODUCTORY NOTE
On October 14, 2022, Nikola Corporation, a Delaware corporation (“Nikola”), completed the previously announced acquisition of Romeo Power, Inc., a Delaware corporation (“Romeo”), pursuant to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 30, 2022, by and among Nikola, Romeo, and J Purchaser Corp., a Delaware corporation and a wholly owned subsidiary of Nikola (the “Purchaser”).
As previously disclosed, pursuant to the Merger Agreement, on August 29, 2022, the Purchaser commenced an exchange offer (the “Offer”) to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Romeo (“Romeo Common Stock”) with each share of Romeo Common Stock accepted by the Purchaser in the Offer to be exchanged for 0.1186 of a share of common stock, $0.0001 par value per share, of Nikola (“Nikola Common Stock”), rounded down to the nearest whole number of shares of Nikola Common Stock.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The Offer expired at midnight, Eastern Time, at the end of October 12, 2022 (the “Expiration Time”). The depositary and exchange agent for the Offer has advised Nikola that, as of the Expiration Time, a total of 93,157,857 shares of Romeo Common Stock have been validly tendered and not validly withdrawn pursuant to the Offer, which Romeo Common Stock represented approximately 50.1% of the Romeo Common Stock outstanding immediately after the consummation of the Offer. On October 13, 2022, the Purchaser accepted for exchange all Romeo Common Stock validly tendered and not validly withdrawn pursuant to the Offer.
On October 14, 2022, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the Purchaser merged with and into Romeo (the “Merger”), with Romeo continuing as the surviving corporation and a wholly owned subsidiary of Nikola. In the Merger, each share of Romeo Common Stock that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares that were excluded pursuant to the terms of the Merger Agreement) was converted at the Effective Time into the right to receive 0.1186 of a share of Nikola Common Stock, rounded down to the nearest whole number of shares of Nikola Common Stock. Each Romeo restricted stock unit (“RSU”) and Romeo performance-related stock unit (“PSU”) that was outstanding and not settled immediately prior to the effective time was settled for shares of Nikola Common Stock, determined by multiplying the number of shares of Romeo Common Stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by 0.1186, rounded down to the nearest whole number of shares of Nikola Common Stock. Each Romeo warrant that was outstanding and unexercised immediately prior to the completion of the Merger was converted into and became a warrant to purchase Nikola Common Stock determined by multiplying the number of shares of Romeo Common Stock that were subject to such Romeo warrant by 0.1186 (with the per share exercise price for the Nikola Common Stock issuable upon exercise of each warrant assumed by Nikola determined by dividing the per share exercise price of Romeo Common Stock subject to such warrant by 0.1186), and Nikola assumed each such warrant in accordance with its terms.
Romeo Common Stock trading was suspended effective before the open of the New York Stock Exchange on October 17, 2022.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Nikola intends to file the financial statements of Romeo as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Nikola intends to file the pro forma financial information of Nikola and Romeo as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
