ClimateRock & E.E.W. Eco Energy World PLC, Announce Definitive Business Combination Agreement

Source: 10/6/2022, Location: Europe

~ Transaction values E.E.W. Eco Energy World PLC (“EEW”) at an equity value of $650 million ~
~ EEW is an independent global developer of solar photovoltaic power projects, operating for nearly 15 years, having sold 21 ready-to-build stage, utility-scale projects and developed
projects with a further capacity of approximately 1.5 gigawatt (“GW”) ~
~ EEW expects to sell approximately a further 2.0 GW over the next three years ~
~ Svante Kumlin, Founder and CEO of EEW, will continue to lead the combined company ~
~ ClimateRock management to join the combined company’s board of directors ~

ClimateRock, a special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and EEW, an independent global developer of utility scale solar photovoltaic projects from greenfield to ready-to-build, announced today the signing of a definitive business combination agreement (the “Business Combination Agreement”). Upon the closing of the business combination (the “Business Combination”), a newly formed holding company that will own ClimateRock and EEW (“Pubco”), is expected to be listed on the Nasdaq Stock Market and will be led by Svante Kumlin, EEW’s founder and Chief Executive Officer, with two individuals from ClimateRock joining the board of directors.

With more than fourteen years of experience, and projects with a capacity of approximately 1.5 GW developed across Europe, the UK and Australia, EEW develops from greenfield to ready-to-build stage around the world. EEW’s diverse management team combines technical skills with a rigorous commercial mind-set with more than a decade of experience in the industry. This blend of skills and experience enables EEW to drive value in the early stages of solar power project development, and ultimately for EEW’s customers.

Svante Kumlin, Founder and Chief Executive Officer of EEW commented, “Today’s announcement is truly an incredible milestone for EEW and I could not be more pleased with the business combination. We are looking forward to our partnership with ClimateRock and we are proud of our EEW colleagues. We have been aggressively implementing our growth strategy, and through this business combination we believe we will be well positioned to continue executing our business plan. Together EEW and members of the ClimateRock management team have a solid track record of creating value and driving growth in the renewable energy sector.”

Per Regnarsson, Chief Executive Officer of ClimateRock commented, “In connection with our initial public offering we made a commitment to be a trusted acquirer of, and investor in, the sustainable energy industry. We believe, with today’s business combination announcement, that EEW is the ideal partner with which we can fulfill this commitment.”

EEW Investment Highlights:
- Nearly 15-year track record of experience with solar photovoltaic projects developed from greenfield to ready-to-build stage across Europe, the UK and Australia with a capacity of approximately 1.5 GW
- Proven competence in developing and selling ready-to-build projects
- Focused on operating in subsidy-free markets and on the highest margin segment of the value chain
- Strong track record of blue chip institutional and industrial relationships in the renewable energy market
- Diverse and growing customer base with a strong pipeline
- Highly experienced management team, under the continued leadership of Svante Kumlin
- Combined company brings a unique mix of technical expertise, global relationships and commercial opportunities

Transaction Summary
Under the terms of the proposed Business Combination Agreement, Pubco, which is a newly formed entity, will acquire both EEW and ClimateRock, and will become a publicly traded entity under a new company name. The transaction values EEW at an equity value of $650 million.

In connection with the Business Combination EEW’s shareholders will receive shares of Pubco in exchange for EEW shares, and are expected to hold 80 to 85% of Pubco’s outstanding shares.

The Business Combination will require approval of the shareholders of ClimateRock and acceptance by EEW shareholders of an offer by Pubco to exchange their EEW shares for shares of Pubco, subject to the satisfaction of customary closing conditions.

The closing of the Business Combination is conditional, among other things, upon $40 million of cash being available, after any ClimateRock shareholder redemptions and payment of transaction expenses, from ClimateRock’s trust account or additional equity or debt financing to be obtained prior to closing.

White & Case LLP is acting as legal counsel to EEW.

Alantra is acting as lead financial advisor to ClimateRock. Ellenoff Grossman & Schole LLP is acting as lead legal counsel to ClimateRock. Simmons & Simmons LLP is acting as UK legal counsel for ClimateRock.

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