WESTBURY, N.Y. and BARCELONA, SPAIN, Sept.
24, 2021 /PRNewswire/ -- Kensington Capital Acquisition
Corp. II (NYSE: KCAC) ("Kensington") and Wall Box Chargers, S.L.
("Wallbox") today announced that they have determined the exchange
ratio to be 240.990816528527 as of the anticipated date for Closing
(as defined below) in accordance with the terms of the Business
Combination Agreement, dated as of June 9,
2021 (the "Business Combination Agreement"), among
Kensington, Wallbox B.V. ("Holdco"), Orion Merger Sub Corp. and
Wallbox, pursuant to which, among other things, Kensington and
Wallbox will enter into a business combination. Capitalized
terms used in this press release but not otherwise defined herein
have the meanings given to them in the Business Combination
Agreement.
Pursuant to the terms and subject to the conditions set forth in
the Business Combination Agreement, at the closing of the business
combination (the "Closing"), (i) each outstanding Class A
ordinary share of Wallbox (including each such share resulting from
the conversion of Wallbox's convertible loans prior to the Closing
by the noteholders thereof), and each outstanding Class B
ordinary share of Wallbox will be exchanged by means of a
contribution in kind in exchange for the issuance of a number of
Holdco Class A ordinary shares, nominal value EUR 0.12 per share of Holdco ("Holdco Class A
Shares"), or Holdco Class B ordinary shares, nominal value
EUR 1.20 per share of Holdco, as
applicable, and (ii) each share of Kensington Class A
common stock and Kensington Class B common stock outstanding
immediately prior to the effective time of the merger (other than
certain customarily excluded shares) will be converted into and
become one share of new Kensington common stock, and each such
share of new Kensington common stock will immediately thereafter be
exchanged by means of a contribution in kind in exchange for the
issuance of Holdco Class A Shares, whereby Holdco will issue
one Holdco Class A Share for each share of new Kensington
common stock exchanged.
The exchange ratio as of the anticipated date for Closing is
higher than the exchange ratio (calculated in accordance with the
Business Combination Agreement as of the date of the initial
signing of the Business Combination Agreement) that was set out in
the proxy statement/prospectus, dated September 20, 2021, that was filed by Kensington
with the Securities and Exchange Commission (the "SEC") and
distributed to its stockholders.
About Wallbox
Wallbox is a global technology company, dedicated to changing
the way the world uses energy. Wallbox creates advanced electric
vehicle charging and energy management systems that redefine users'
relationship to the grid. Wallbox goes beyond electric vehicle
charging to give users the power to control their consumption, save
money, and live more sustainably. Wallbox offers a
complete portfolio of charging and energy management solutions for
residential, semi-public and public use in more than 80
countries.
Founded in 2015 and headquartered in Barcelona, the company now employs over 700
people in its offices in Europe,
Asia, and the Americas.
For additional information, please
visit www.wallbox.com.
About Kensington
Kensington Capital Acquisition Corp. II (NYSE: KCAC) is a
special purpose acquisition company formed for the purpose of
effecting a merger, stock purchase or similar business combination
with a business in the automotive and automotive-related sector.
The company is sponsored by Kensington Capital Partners ("KCP") and
the management team of Justin Mirro,
Bob Remenar, Simon Boag and Dan
Huber. The company is also supported by a board of
independent directors including Tom
LaSorda, Nicole Nason,
Anders Pettersson, Mitch Quain, Don
Runkle and Matt Simoncini.
The Kensington team has completed over 70 automotive transactions
and has over 300 years of combined experience leading some of the
largest automotive companies in the world.
For additional information, please visit www.autospac.com.
Additional Information
This communication is being made in respect of the proposed
transaction involving Wallbox Chargers, S.L. ("Wallbox"), Wallbox
B.V. and Kensington Capital Acquisition Corp. II ("Kensington").
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. In connection with the
proposed transaction, Wallbox B.V. has filed with the Securities
and Exchange Commission ("SEC") a registration statement on Form
F-4 that includes a proxy statement of Kensington in connection
with Kensington's solicitation of proxies for the vote by
Kensington's shareholders with respect to the proposed transaction
and other matters as may be described in the registration
statement. Wallbox and Kensington also file other documents with
the SEC regarding the proposed transaction and a proxy
statement/prospectus has been mailed to holders of shares of
Kensington's Class A ordinary shares. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement/prospectus, as well as other
filings containing information about Wallbox and Kensington are
available without charge at the SEC's Internet site (www.sec.gov).
Copies of the proxy statement/prospectus can also be obtained,
without charge, from Wallbox's website at www.wallbox.com. Copies
of the proxy statement/prospectus can be obtained, without charge,
from Kensington's website at www.autospac.com.
Participants in the Solicitations
Wallbox, Wallbox B.V., Kensington and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Kensington's
shareholders in connection with the proposed transaction. You can
find more information about Kensington's directors and executive
officers in Kensington's final prospectus dated February 25, 2021 and filed with the SEC on
February 26, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
included in the proxy statement/prospectus. Shareholders, potential
investors and other interested persons should read the proxy
statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
Caution About Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact
included in this press release, regarding Kensington's proposed
business combination with Wallbox, Kensington's ability to
consummate the transaction, the development and performance of
Wallbox's products (including the timeframe for development of such
products), the benefits of the transaction and the combined
company's future financial performance, as well as the combined
company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this press release, the words "are
designed to," "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Wallbox disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. Wallbox cautions you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
either Kensington or Wallbox. In addition, Wallbox cautions you
that the forward-looking statements contained herein are subject to
the following uncertainties and risk factors that could affect
Wallbox's and Kensington's future performance and cause results to
differ from the forward-looking statements herein: Wallbox's
ability to realize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition and the ability of Wallbox to grow and manage growth
profitably following the business combination; risks relating to
the outcome and timing of the Company's development of its charging
and energy management technology and related manufacturing
processes; intense competition in the electric vehicle charging
space; risks related to health pandemics, including the COVID-19
pandemic; the possibility that Wallbox may be adversely affected by
other economic, business, and/or competitive factors; the
possibility that the expected timeframe for, and other expectations
regarding the development and performance of, Wallbox products will
differ from current assumptions; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination; the outcome of any legal
proceedings that may be instituted against Kensington or Wallbox,
the combined company or others following the announcement of the
business combination; the inability to complete the business
combination due to the failure to obtain approval of the
shareholders of Kensington or to satisfy other conditions to
closing; changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations; the ability to meet stock exchange
listing standards following the consummation of the business
combination; the risk that the business combination disrupts
current plans and operations of Kensington or Wallbox as a result
of the announcement and consummation of the business combination;
costs related to the business combination; changes in applicable
laws or regulations; and underlying assumptions with respect to
shareholder redemptions. Should one or more of the risks or
uncertainties described in this press release, or should underlying
assumptions prove incorrect, actual results and plans could
different materially from those expressed in any forward-looking
statements. Additional information concerning these and other
factors that may impact the operations and projections discussed
herein can be found in Kensington's periodic filings with the SEC,
and the proxy statement/prospectus of Wallbox B.V. in the
registration statement on Form F-4 filed with the SEC. Kensington's
and Wallbox B.V.'s SEC filings are available publicly on the SEC's
website at www.sec.gov.
Contacts:
For Wallbox
Investors
ICR, Inc.
investors@wallbox.com
Media
ICR, Inc.
WallboxPR@icrinc.com
For Kensington
Dan
Huber
dan@kensington-cap.com
703-674-6514
Related links:
http://www.wallbox.com
https://www.autospac.com
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SOURCE Kensington Capital Acquisition Corp. II