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Nikola Commences Exchange Offer to Acquire Romeo Power

PHOENIX, Aug. 30, 2022 /PRNewswire/ -- Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation and energy infrastructure solutions, announced today that it commenced yesterday, through a wholly-owned subsidiary, an exchange offer ("the Offer") to purchase all outstanding shares of common stock of Romeo Power, Inc. (NYSE: RMO). On August 1, 2022, Nikola and Romeo jointly announced they had entered into a definitive agreement for this all-stock transaction.
Nikola Commences Exchange Offer to Acquire Romeo Power
Under the terms of the agreement, Romeo stockholders will receive 0.1186 of a share of Nikola common stock for each Romeo share, representing an approximate 4.5% pro forma ownership of Nikola. The proposed exchange ratio represents an approximately 34% premium to Romeo's July 29, 2022 closing share price.Upon the successful completion of the Offer, a newly formed subsidiary of Nikola will be merged into Romeo, and any remaining shares of Romeo common stock that were not tendered in 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 U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, which includes a summary of the terms of the Offer. Nikola also has filed with the SEC a registration statement on Form S-4 which contains, among other things, a preliminary prospectus/offer to exchange and provides the terms of the Offer. Additionally, Romeo has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Romeo Board of Directors that its stockholders accept the Offer and tender their shares.
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