X-Energy Reactor Company, LLC (“X-energy”), a leading developer
of advanced small modular nuclear reactors and fuel technology for
clean energy generation, and Ares Acquisition Corporation (NYSE:
AAC) (“AAC”), a publicly-traded special purpose acquisition
company, announced today that they have mutually agreed to
terminate their previously announced business combination agreement
(the “Business Combination Agreement”), effective immediately. As a
result, the extraordinary general meeting of AAC shareholders
scheduled for October 31, 2023 to approve the proposed transaction
will be convened and then adjourned indefinitely. Additionally, the
extraordinary general meeting of AAC shareholders scheduled for
November 2, 2023 to vote on a proposal to extend the date by which
AAC must consummate a business combination will be convened and
then adjourned indefinitely.
Over the course of 2023, X-energy received strong interest from
potential investors. However, given challenging market conditions,
peer-company trading performance and a balancing of the benefits
and drawbacks of becoming a publicly traded company under current
circumstances, X-energy and AAC jointly determined that it was the
best course of action at this time not to proceed with their
previously announced transaction.
“I am deeply proud of the remarkable business that the X-energy
team has built, and I am confident in the company’s future as a
global clean energy leader,” said Kam Ghaffarian, Ph. D., Founder
and Executive Chairman of X-energy. “Both X-energy and AAC
recognize the challenges presented by the current financial market
environment and the opportunity for X-energy to continue forward as
a private company. I remain confident in X-energy’s attractive
value proposition, and I appreciate the support we have received
from AAC and other investors. X-energy is as committed as ever to
delivering clean, safe and secure energy solutions that can meet
the demand from communities around the world.”
“The X-energy team will continue to make critical progress
toward our long-term objectives,” said J. Clay Sell, Chief
Executive Officer of X-energy. “Among our notable accomplishments
in the last year, we have advanced the initial deployment of four
Xe-100 units with Dow on the Texas Gulf Coast, signed a joint
development agreement with Energy Northwest for up to 12 Xe-100
units in central Washington, progressed the Xe-100 from basic
design to the Final Design Readiness Review phase and signed a
cooperative agreements with both the U.S. Department of Defense and
U.S. Department of Energy to further advance the development of a
mobile microreactor design. Looking ahead, we will continue to
execute against our strategy that capitalizes on our proprietary
clean energy technology, competitive advantages and strategic
relationships to the benefit of our customers and stakeholders
around the world.”
“While the persistently volatile public market conditions over
the course of 2023 have led to this mutual decision, we remain
steadfast in our belief in X-energy’s exceptional talent,
differentiated nuclear technology and mission to deliver
affordable, zero-carbon energy on a global scale,” said David
Kaplan, Co-Chairman and Chief Executive Officer of AAC and
Co-Founder, Director and Partner of Ares Management Corporation.
“We remain unwavering in our belief in the significant market
opportunity for X-energy, and we look forward to supporting the
company through its successes ahead.”
An investment vehicle affiliated with Ares Management
Corporation (NYSE: ARES) has agreed to make a private investment
into X-energy in order to support X-energy’s continued growth as a
private company.
Neither party will be required to pay the other a termination
fee as a result of the mutual decision to terminate the business
combination agreement. Pursuant to the terms of the termination
agreement between AAC and X-energy, X-energy assumed from AAC and
agreed to pay, perform and discharge the liabilities of AAC with
respect to the payment in cash of certain fees, costs and expenses
of AAC and its affiliates.
In view of the termination of the Business Combination
Agreement, AAC determined that it will not be able to consummate an
initial business combination within the time period required by its
amended and restated memorandum and articles of association (as
amended, the “Articles”). As such, AAC intends to dissolve and
liquidate in accordance with the provisions of the Articles and
will redeem all of the outstanding Class A Ordinary Shares, par
value $0.0001 per share (the “Public Shares”), on or about November
7, 2023.
AAC anticipates that the last day of trading in the Public
Shares will be November 6, 2023 and that, as of the open of
business on November 7, 2023, the Public Shares, including those
that were not submitted for redemption, will be suspended from
trading, will be deemed cancelled and will represent only the right
to receive the per-share redemption price for the Public Shares of
approximately $10.79 (the “Per-Share Redemption Amount”), based on
the amount in the Trust Account as of October 27, 2023. In
accordance with the terms of the Articles, AAC expects to retain
$100,000 of the interest earned on the Trust Account to pay
dissolution expenses.
The Per-Share Redemption Amount will be payable to the holders
of the Public Shares upon presentation of their respective share or
unit certificates or other delivery of their shares or units to
AAC’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the
Per-Share Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to AAC’s warrants. AAC’s initial shareholders have
waived their redemption rights with respect to the outstanding
Class B ordinary shares, par value $0.0001 per share, issued prior
to AAC’s initial public offering. As of November 6, 2023, AAC will
cease all operations except those required to wind up AAC’s
business.
AAC expects that The New York Stock Exchange will file a Form 25
with the U.S. Securities and Exchange Commission to delist its
securities.
About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of
advanced small modular nuclear reactors and fuel technology for
clean energy generation that is redefining the nuclear energy
industry through its development of safer and more efficient
reactors and proprietary fuel to deliver reliable, zero-carbon and
affordable energy to people around the world. X-energy’s
simplified, modular, and intrinsically safe SMR design expands
applications and markets for deployment of nuclear technology and
drives enhanced safety, lower cost and faster construction
timelines when compared with conventional nuclear. For more
information, visit X-energy.com or connect with us on Twitter or
LinkedIn.
About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated
with Ares Management Corporation, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. For more
information about AAC, please visit
www.aresacquisitioncorporation.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, including statements
relating to the termination of the Business Combination Agreement,
any private investment in X-Energy and the anticipated timing of
AAC’s delisting, liquidation and dissolution. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. These statements are based on current expectations on
the date of this press release and involve a number of risks and
uncertainties that may cause actual results to differ
significantly. Readers are cautioned not to put undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date they are made, and AAC assumes no obligation and
does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by securities and other applicable
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20231030099212/en/
X-energy
Media: Robert McEntyre media@x-energy.com
Ares Acquisition Corporation
Investors: Carl Drake and Greg Mason +1-888-818-5298
IR@AresAcquisitionCorporation.com
Media: Jacob Silber +1-212-301-0376 media@aresmgmt.com
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