ArcLight Clean Transition Corp. II (Nasdaq: ACTD) (“ArcLight”)
reminds its shareholders to vote in favor of the proposed business
combination (the “Business Combination”) with OPAL Fuels LLC (“OPAL
Fuels”), a vertically integrated producer and distributor of
renewable natural gas (RNG), and the related proposals at
ArcLight’s extraordinary general meeting (the “Special
Meeting”).
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ArcLight has mailed the definitive proxy statements/prospectus
(the “Proxy Statement”) to shareholders of record as of the close
of business on June 1, 2022 (the “Record Date”). The Proxy
Statement contains a notice and voting instruction form and a proxy
card, relating to the Special Meeting.
The Special Meeting will be held in virtual format and
physically at the offices of Kirkland & Ellis LLP located at
609 Main Street, Houston, Texas 77002 on July 15, 2022, at 9:00
a.m. Eastern Time. The Special Meeting can be accessed via live
webcast at https://www.cstproxy.com/actcii/2022. If the proposals
at the Special Meeting are approved, the parties anticipate that
the Business Combination will close and trading of the combined
entity’s stock will commence listing on the Nasdaq under the new
ticker symbol “OPAL” shortly thereafter, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Every shareholder’s vote is important, regardless of the number
of shares held. Accordingly, ArcLight requests that each
shareholder complete, sign, date and return a proxy card (online or
by mail) as soon as possible and by no later than 11:59 p.m.
Eastern Time on July 14, 2022, to ensure that the shareholder’s
shares will be represented at the Special Meeting.
Shareholders who hold shares in “street name” (i.e., those
shareholders whose shares are held of record by a broker, bank or
other nominee) should contact their broker, bank or nominee to
ensure that their shares are voted.
If any individual ArcLight shareholder does not receive the
Proxy Statement, such shareholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact
Morrow Sodali LLC, ArcLight’s proxy solicitor, for assistance via
e-mail at: ACTD.info@investor.morrowsodali.com or toll-free call at
(800) 662-5200. Banks and brokers can place a collect call to
Morrow Sodali at (203) 658-9400.
About OPAL Fuels LLC
OPAL Fuels LLC, a Fortistar portfolio company, is a leading
vertically integrated renewable fuels platform involved in the
production and distribution of renewable natural gas (RNG) for the
heavy-duty truck market. RNG is a proven low-carbon fuel that is
rapidly decarbonizing the transportation industry now while also
significantly reducing costs for fleet owners. OPAL Fuels captures
harmful methane emissions at the source and recycles the trapped
energy into a commercially viable, lower-cost alternative to diesel
fuel. OPAL Fuels also develops, constructs, and services RNG and
hydrogen fueling stations. As a producer and distributor of
carbon-reducing fuel for heavy-duty truck fleets for more than a
decade, the company delivers best-in-class, complete renewable
solutions to customers and production partners. To learn more about
OPAL Fuels and how it is leading the effort to capture North
America's harmful methane emissions and decarbonize the
transportation industry, please visit www.opalfuels.com and follow
the company on LinkedIn and Twitter at @OPALFuels.
About ArcLight Clean Transition Corp. II
ArcLight Clean Transition Corp. II, led by Chairman Daniel
Revers and President and Chief Executive Officer Jake Erhard, is a
special purpose acquisition company formed for the purpose of
effecting a capital stock exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses focused on opportunities created by the
accelerating transition toward sustainable use of energy and
natural resources.
About FORTISTAR
Founded in 1993, FORTISTAR is a privately-owned investment firm
that provides capital to build, grow and manage companies that
address complex sustainability challenges. FORTISTAR utilizes its
capital, flexibility, and operating expertise to grow
high-performing assets, first in independent power projects and now
into other areas that support decarbonization. For more information
about FORTISTAR or its portfolio companies, please visit:
www.fortistar.com and follow the company on LinkedIn.
Important Information and Where to Find It
ArcLight has filed with the U.S. Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 (as
amended, the “Registration Statement”), which includes the Proxy
Statement, in connection with the Business Combination. ArcLight
has mailed the Proxy Statement and other relevant documents to
shareholders of ArcLight as of the Record Date. ArcLight’s
shareholders and other interested persons are advised to read the
Proxy Statement in connection with ArcLight’s solicitation of
proxies for its shareholders’ meeting to be held to approve the
Business Combination because the Proxy Statement contains important
information about ArcLight, OPAL Fuels, and the Business
Combination. Shareholders will also be able to obtain copies of the
Registration Statement, without charge, at the SEC’s website at
www.sec.gov. In addition, the documents filed by ArcLight may be
obtained free of charge from ArcLight at
https://www.arclightclean.com or by directing a request to:
ArcLight Clean Transition Corp. II, 200 Clarendon Street, 55th
Floor, Boston, MA 02116.
Participants in the Solicitation
ArcLight, OPAL Fuels and their respective directors,
executive officers, other members of management and employees,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of ArcLight’s shareholders in connection
with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the Business Combination of ArcLight’s directors and
officers, and OPAL Fuels’ directors and executive officers in
ArcLight’s filings with the SEC, including the Registration
Statement.
Forward-Looking Statements
Certain statements in this communication may be considered
forward-looking statements. Forward-looking statements are
statements that are not historical facts and generally relate to
future events or ArcLight’s or OPAL Fuels’ future financial or
other performance metrics. In some cases, you can identify
forward-looking statements by terminology such as “believe,” “may,”
“will,” “potentially,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “would,” “project,” “target,” “plan,” “expect,”
or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statement are subject to risks
and uncertainties, which could cause actual results to differ
materially from those expressed or implied by such forward looking
statements. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and
uncertainties. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by
ArcLight and its management, and OPAL Fuels and its management, as
the case may be, are inherently uncertain and subject to material
change. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to, various
factors beyond management’s control, including general economic
conditions and other risks, uncertainties and factors set forth in
the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Registration Statement and other
filings with the SEC, as well as (1) the inability to complete the
proposed transaction; (2) factors associated with companies, such
as OPAL Fuels, that are engaged in the production and integration
of renewable natural gas (RNG), including anticipated trends,
growth rates, and challenges in those businesses and in the markets
in which they operate; (3) macroeconomic conditions related to the
global COVID-19 pandemic; (4) the effects of increased competition;
(5) contractual arrangements with, and the cooperation of, landfill
and livestock waste site owners and operators, on which OPAL Fuels
operates its landfill gas and livestock waste projects that
generate electricity and RNG prices for environmental attributes,
low carbon fuel standard credits and other incentives; (6) the
ability to identify, acquire, develop and operate renewable
projects and RNG fueling stations; (7) the failure to realize the
anticipated benefits of the proposed transaction, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (8) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
transaction; (9) the outcome of any legal proceedings that may be
instituted in connection with the proposed transaction; (10) the
amount of redemption requests made by ArcLight’s public
shareholders; and (11) the ability of the combined company that
results from the proposed transaction to issue equity or
equity-linked securities or obtain debt financing in connection
with the transaction or in the future. Nothing in this
communication should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place
undue reliance on forward-looking statements in this communication,
which speak only as of the date they are made and are qualified in
their entirety by reference to the cautionary statements herein.
Both ArcLight and OPAL Fuels expressly disclaim any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in ArcLight’s or OPAL Fuels’ expectations with respect thereto or
any change in events, conditions or circumstances on which any
statement is based.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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OPAL Fuels
Media Jason Stewart Senior Director Public Relations and
Marketing 914-421-5336 jstewart@opalfuels.com
ICR, Inc. OPALFuelsPR@icrinc.com
Investors ICR, Inc. OPALFuelsIR@icrinc.com
ArcLight Clean Transition Corp.
II
Marco Gatti Chief Financial Officer 617-531-6300
investor.relations@arclightclean.com
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