Transaction includes previously announced
$357.3 million PIPE, inclusive of a
$52.3 million upsize
Previously announced launch order pipeline
demonstrates Eve's ability to reach and pass key business
milestones
MELBOURNE, Fla., April 29,
2022 /PRNewswire/ -- Eve UAM, LLC ("Eve" or the
"Company"), an Embraer S.A. ("Embraer") company and a leader in the
development of next-generation Urban Air Mobility ("UAM")
solutions, today announced a summary business update on several
previously disclosed key milestones relating to its business and
plans to go public through a proposed business combination (the
"Business Combination") with Zanite Acquisition Corp. ("Zanite")
(Nasdaq: ZNTE, ZNTEU, ZNTEW). The Business Combination includes a
previously announced $357.3 million
PIPE, inclusive of a $52.3 million
upsize, which includes commitments from strategic partners Thales,
Acciona and Space Florida, as well as an increased
commitment by Embraer Aircraft Holding, Inc., a direct
subsidiary of Embraer.
In December, Eve announced plans to go public through the
Business Combination. Upon closing of the Business Combination, Eve
expects to raise a total of more than $500
million in proceeds, assuming none of Zanite's stockholders
redeem their shares, and Zanite will change its name to
Eve Holding, Inc. ("Eve Holding"). Eve
Holding's common stock and warrants are expected to be
listed on the New York Stock Exchange ("NYSE") under the symbols
"EVEX" and "EVEXW", respectively, following the closing.
Eve and Zanite previously announced the filing on
April 13, 2022, of the definitive
proxy statement (as supplemented by that certain supplement to the
definitive proxy statement, dated as of April 28, 2022, and as may be further
supplemented or amended from time to time, the "Definitive Proxy
Statement") related to the Business Combination. The special
meeting of Zanite's stockholders to approve the Business
Combination (the "Special Meeting") will be held on May 6, 2022, at 11:00 a.m.
Eastern Time. Eve and Zanite expect that the Business
Combination will close on May 9,
2022, subject to the approval of the Business Combination by
Zanite's stockholders and the satisfaction of other customary
closing conditions. Zanite stockholders are encouraged to read the
Definitive Proxy Statement in its entirety and to vote "FOR" all
the proposals described therein. The Special Meeting will be a
virtual meeting conducted exclusively via live webcast, which
stockholders may virtually attend by visiting
https://www.cstproxy.com/zaniteacquisition/2022. The board of
directors of Zanite recommends that stockholders vote "FOR" all
proposals in advance of the Special Meeting by signing, dating and
returning the proxy card upon receipt by following the instructions
on the proxy card. If your shares are held in an account at a
broker, bank, or nominee, please follow the voting instructions
provided by such broker, bank, or nominee.
Since the announcement of the Business Combination in December
2021, Eve's pipeline of secured launch orders via non-binding
letters of intent has grown from 17 to 19 customers and from 1,735
to 1,825 vehicles. These customers include fixed-wing operators,
helicopter operators, ride-sharing platforms and leasing companies,
including Azorra Aviation, Falko Regional Aircraft, Republic
Airways, SkyWest, and GlobalX. This order backlog provides
important revenue visibility as the Company works to achieve type
certification for its electric vertical take-off and landing
(eVTOL) aircraft in compliance with certain airworthiness
authorities and, following certification, begin production and
sales of such vehicles.
The Company also announced a number of new developments and
business agreements in its UAM portfolio of solutions as it seeks
to reshape the future of UAM. These new developments include the
previously announced publication of a Concept of Operations
("CONOPS") for UAM operations in Miami-Dade County and the United Kingdom, as well as the expected
publishing in the coming weeks of a new CONOPS for the future UAM
market in Rio de Janeiro, Brazil.
Eve has also advanced key technical milestones, such as the
completion of proof-of-concept and wind tunnel tests and
simulations that are essential to developing and obtaining a type
certification for Eve's eVTOL. As previously announced, in
February, the Company formalized the application with ANAC
(Brazilian Certification Authority - Agência Nacional de Aviação
Civil (Brazil)) for the
type certification.
"The progress that Eve has made in recent months shows that we
continue to reach and pass key milestones in our business and
growth strategies," said André Stein, Co-CEO of Eve. "The
previously announced PIPE upsize is further proof of the confidence
of investors in our plans for the future of urban air
mobility."
"Eve is also making impressive progress in advancing the
development of global eVTOL infrastructure," said Jerry DeMuro, Co-CEO of Eve. "With our recently
announced partnership with Skyports Pte LTD, a leading
infrastructure provider for eVTOL passenger and cargo vehicles, we
will be supporting the development of a CONOPS for Advanced Air
Mobility ("AAM"), including UAM, for the Japan Civil Aviation
Bureau ("JCAB")," he explained. "Eve is also working with
regulators, communities and partners in Australia, Europe and the Americas."
The new CONOPS for Rio de
Janeiro will combine analyses that cover the perspective,
points of attention and operational needs of eVTOL vehicles,
passenger journey, and services and support. The Rio CONOPS will
also include data from helicopter flight operations completed
in November 2021 between Rio's Barra
da Tijuca neighborhood and Galeão International Airport, which were
intended to simulate the UAM ecosystem.
The Rio CONOPS was developed through unprecedented cooperation
with eleven strategic partners and government entities, including
ANAC, the Department of Airspace Control ("DECEA"), and the
Brazilian General Aviation Association ("ABAG").
Eve continues to expand its order backlog as well by signing a
letter of intent with Halo Aviation Ltd. ("Halo"), which will
deploy Eve's agnostic solutions and benefit the development and
network performance of UAM. The Halo collaboration builds upon
previous strategic partnerships Eve announced across the globe
spanning the entire UAM ecosystem, such as fleet operation,
infrastructure, technology, and the aircraft leasing market.
Click here to watch a video and learn more about Eve.
About Eve Air Mobility
Eve is dedicated to accelerating the UAM ecosystem. Benefitting
from a startup mindset, backed by Embraer's more than 50-year
history of aerospace expertise, and with a singular focus, Eve is
taking a holistic approach to progressing the UAM ecosystem, with
an advanced eVTOL project, a comprehensive global services and
support network and a unique air traffic management solution. For
more information, please visit www.eveairmobility.com.
About Zanite
Zanite Acquisition Corp. ("Zanite") is a special purpose
acquisition company and was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses in the Aviation, Aerospace & Defense, Urban Mobility
and Emerging Technology industries. Zanite's sponsor is managed by
Kenneth C. Ricci, Principal of
Directional Aviation Capital, and Steven H.
Rosen, Co-Founder and Co-Chief Executive Officer of
Resilience Capital Partners along with its Board of Directors and
Strategic Advisors Mr. Larry Flynn,
Dr. Ron Sugar, Mr. Patrick Shanahan and Mr. John Veihmeyer. Zanite began trading on Nasdaq
in November 2020 and its common
stock, units and warrants trade under the ticker symbols "ZNTE,"
"ZNTEU" and "ZNTEW," respectively. For more information, please
visit www.zaniteacquisition.com
YOUR VOTE "FOR" ALL PROPOSALS IS IMPORTANT, NO MATTER HOW
MANY OR HOW FEW SHARES YOU OWN. WHETHER YOU PLAN TO VIRTUALLY
ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE
PROXY CARD THAT WILL BE SENT TO YOU AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED.
If you have questions about voting or need assistance voting,
please contact Zanite's proxy solicitor, Morrow Sodali LLC, by
calling (800) 662-5200 (individuals) or (203) 658-9400 (banks and
brokers) or by emailing ZNTE.info@investor.morrowsodali.com.
Additional details regarding the Special Meeting and the
proposals that stockholders will be asked to consider and vote upon
are available in the Definitive Proxy Statement and at Zanite's
website, www.zaniteacquisition.com.
About Embraer
A global aerospace company headquartered in Brazil, Embraer has businesses in Commercial
and Executive aviation, Defense & Security and Agricultural
Aviation. The company designs, develops, manufactures and markets
aircraft and systems, providing Services & Support to customers
after-sales. Since it was founded in 1969, Embraer has delivered
more than 8,000 aircraft. On average, about every 10 seconds an
aircraft manufactured by Embraer takes off somewhere in the world,
transporting over 145 million passengers a year. Embraer is the
leading manufacturer of commercial jets up to 150 seats and the
main exporter of high value-added goods in Brazil. The company maintains industrial
units, offices, service and parts distribution centers, among other
activities, across the Americas, Africa, Asia
and Europe. For more information,
please visit www.embraer.com.
Important Information about the Business Combination and
Where to Find It
In connection with the Business Combination, Zanite filed with
the Securities and Exchange Commission ("SEC") the Definitive Proxy
Statement relating to the Business Combination. This
communication does not contain all the information that
should be considered concerning the proposed Business Combination
and is not intended to form the basis of any investment decision or
any other decision in respect of the Business Combination. Zanite's
stockholders and other interested persons are advised to read the
Definitive Proxy Statement and documents incorporated by reference
therein filed in connection with Zanite's solicitation of proxies
for the Special Meeting, as these materials contain or will contain
important information about Zanite, Eve and the Business
Combination. The Definitive Proxy Statement and other relevant
materials for the Business Combination have been mailed to
stockholders of Zanite as of April 11,
2022, the record date for voting on the Business
Combination. Stockholders of Zanite may obtain copies of the
Definitive Proxy Statement and other documents that are filed or
will be filed with the SEC or that are incorporated by reference
therein, without charge at the SEC's website
at www.sec.gov, or by directing a request to Zanite
Acquisition Corp. at 25101 Chagrin Boulevard Suite 350,
Cleveland, Ohio 44122, Attention:
Steven H. Rosen, or by
calling (216) 292-0200.
This communication is for informational purposes only
and 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
applicable exemption from the registration requirements
thereof.
Participants in the Solicitation
Zanite and its directors and executive officers may be deemed
participants in the solicitation of proxies from Zanite's
stockholders with respect to the proposed Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in Zanite is contained in Zanite's
Definitive Proxy Statement and is available free of charge at the
SEC's web site at www.sec.gov, or by directing a request to Zanite
Acquisition Corp. at 25101 Chagrin Boulevard Suite 350,
Cleveland, Ohio 44122, Attention:
Steven H. Rosen, or by
calling (216) 292-0200.
Eve, Embraer, EAH and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Zanite in connection with the
proposed Business Combination.
Additional information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Zanite's
stockholders in connection with the proposed Business Combination,
including a description of their direct and indirect interests, by
security holdings or otherwise, which may be different than those
of Zanite stockholders generally, may be obtained by reading
Zanite's Definitive Proxy Statement for the proposed Business
Combination and any other relevant documents that are filed or will
be filed with the SEC relating to the proposed Business
Combination. Stockholders, potential investors and other interested
persons should read the Definitive Proxy Statement carefully and
any other relevant documents that are filed or will be filed with
the SEC relating to the proposed Business Combination before making
any voting or investment decisions. These documents can be obtained
free of charge from the sources indicated above.
Forward-Looking Statements
This communication includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target", "may",
"intend", "predict", "should", "would", "predict", "potential",
"seem", "future", "outlook" or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements
include any statement that does not directly relate to any
historical or current fact. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of Zanite's, Eve's, Embraer's and EAH's management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions,
and such differences may be material. Many actual events and
circumstances are beyond the control of Zanite, Eve, Embraer and
EAH.
These forward-looking statements are subject to a number of
risks and uncertainties, including: (i) changes in domestic
and foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully
or timely consummate the proposed Business Combination, including
the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed Business Combination or that the approval of the
stockholders of Zanite or Eve is not obtained and or that the
proposed Business Combination and the private placement of common
stock are not able to concurrently close; (iii) failure to
realize the anticipated benefits of the proposed business
combination; (iv) risks relating to the uncertainty of the
projected financial information with respect to Eve; (v) the
outcome of any legal proceedings that may be instituted against
Zanite, Embraer, EAH and/or Eve following the announcement of the
business combination agreement and the transactions contemplated
therein; (vi) future global, regional or local economic and
market conditions; (vii) the development, effects and
enforcement of laws and regulations; (viii) Eve's ability to
grow and manage future growth , maintain relationships with
customers and suppliers and retain its key employees;
(ix) Eve's ability to develop new products and solutions,
bring them to market in a timely manner, and make enhancements to
its platform; (x) the effects of competition on Eve's future
business; (xi) the amount of redemption requests made by
Zanite's public stockholders; (xii) the ability of Zanite or
the combined company to issue equity or equity-linked securities in
connection with the proposed Business Combination or in the future;
(xiii) the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries;
(xiv) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and
consummation, (xv) costs related to the Business Combination,
(xvi) the impact of
the global COVID-19 pandemic and
(xvii) those factors discussed in the Definitive Proxy
Statement under the heading "Risk Factors," and other documents of
Zanite filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Eve nor Zanite presently know or that Eve and Zanite
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Eve's
and Zanite's expectations, plans or forecasts of future events and
views as of the date of this communication. Eve and
Zanite anticipate that subsequent events and developments will
cause Eve's and Zanite's assessments to change. However, while Eve
and Zanite may elect to update
these forward-looking statements at some point in the
future, Eve and Zanite specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Eve's and Zanite's assessments as of any date
subsequent to the date of this
communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Investor Information
https://www.zaniteacquisition.com/znte-i/
Contacts
investors@eveairmobility.com
media@eveairmobility.com
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content:https://www.prnewswire.com/news-releases/eve-announces-business-updates-in-preparation-for-closing-of-business-combination-with-zanite-301536289.html
SOURCE Embraer S.A.; Eve UAM, LLC
