FREYR AS (FREYR), the Norway-based developer of clean,
next-generation battery cell production capacity, and Alussa Energy
Acquisition Corp. (Alussa Energy) have named eight directors to be
appointed to the Board of Directors (Board) for FREYR Battery, a
newly formed company created for the proposed business combination
between FREYR and Alussa Energy. The Board shall assume its
position with effect from the closing of the business
combination.
The Board will support FREYR Battery in its ambition to become
one of the leading producers of clean batteries to accelerate the
decarbonization of transportation and energy systems across the
globe.
The identified Directors represent a diverse set of experiences
and backgrounds, all of whom believe in the mission of global
decarbonization and development of sustainable energy solutions.
The Board is carefully composed of business leaders from five
different countries, including Norway, the United States, Hungary,
Brazil and Argentina, providing the global perspectives that will
guide FREYR Battery towards accomplishing its ambition of providing
clean, efficient, low-carbon and low-cost battery cells.
The initial Board will comprise of the following Directors:
- Torstein Dale Sjøtveit, FREYR, is the Executive Chairman
and Founder of FREYR and has held various prior executive
management positions including, CEO of Malaysian State-owned
utility company Sarawak Energy Berhad and as Executive Vice
President with Norsk Hydro ASA responsible for the company’s global
upstream aluminum business.
- German Curá, Tenaris and Alussa Energy, is the
Vice-chairman of the Board of Directors of Tenaris. He is also a
member of the Board for the American Institute for Steel and Iron
and Alussa Energy.
- Daniel Barcelo, Alussa Energy, is the Founder of Alussa
Energy and has spent 25 years in international energy finance and
emerging markets.
- Jeremy Bezdek, Koch Industries, is the Managing Director
of Koch Strategic Platforms (KSP) for Koch Industries, Inc. He has
been with Koch companies for over 25 years. Bezdek also serves on
the board of Wildcat Discovery Technologies.
- Olaug Svarva, DNB and Norfund, was the CEO of The
Government Pension Fund Norway - Folketrygdfondet - from January
2006 to February 2018 and is currently the Chair of DNB ASA,
Norway’s largest financial institution, and Norfund, the Norwegian
Investment Fund for developing countries.
- Mimi Berdal, EMGS and Goodtech, is an attorney, a
self-employed corporate adviser, lecturer and investor which has
had various board and professional assignments in private, public
and listed companies. Berdal is the Chair of the Board of
Electromagnetic Geoservices (EMGS) ASA, a marine geophysical
company, and Goodtech ASA, a Norwegian automation, power and
industrial engineering company.
- Monica Tiúba, Tenaris, is an attorney and accountant
with 20 years of professional experience within corporate law,
M&A, tax litigation and international banking. Tiuba is a
member of the board of directors and chair of the audit committee
of Tenaris.
- Peter Matrai, FRYER and EDGE Global, is a director of
FREYR and co-founder and managing partner at EDGE Global LLC, which
offers scaling services to sustainability focused companies.
Torstein Dale Sjøtveit, the founder and executive chairman of
FREYR, and FREYR Battery Board nominee, said; “I am very proud and
humbled by having such a competent and diverse team joining the
Board of Directors at FREYR Battery. We all share the same
strategic vision for the company of developing a leading global
position through partnering with technology providers, customers
and suppliers to deliver low-cost battery cells with among the
lowest carbon content in the world. We start delivering on our
ambitions by building our first plants in Norway with a focus on
the global ESS and commercial vehicle market and expect to expand
our production footprint into other markets with scale and
speed.”
Daniel Barcelo, Founder and Director of Alussa Energy,
continued, “The FREYR Battery Board of Directors represents the
full bandwidth of industry, technology and sustainability
capabilities that are required to fully support the FREYR team in
executing our joint goal of decarbonizing transportation and energy
systems by delivering sustainable and cost-effective
batteries.”
Jeremy Bezdek, Managing Director of KSP, the largest investor in
FREYR Battery, commented, “The KSP mandate to pursue investments in
innovative, differentiated companies involved in the transforming
energy space has been a focus for us. We see the immense potential
in FREYR’s business model and are eager to work with the company to
grow these plans on a global scale. Our investment in FREYR
provides KSP the opportunity to participate in the emerging EV and
energy storage markets in a manner that will enable significant
long-term value creation in different markets around the
globe.”
Olaug Svarva, the Chair of DNB and Norfund, and independent
nominee to the FREYR Battery Board, added, “The transformation of
FREYR from an ambitious Norwegian clean battery start-up into a
NYSE-listed company with global partners and a proven senior
executive team is well underway. Sustainable energy solutions are
the pathway to an emission-free future, and I could not be more
excited to be working with a young, ambitious company set to make a
lasting worldwide impact through the decarbonization of transport
and energy systems. FREYR’s upcoming NYSE listing is a major
milestone for Norway as an incubator of advanced process industry
and renewable energy companies which help to accelerate the global
energy transition.”
German Curá, the Vice-Chairman of Tenaris and director of Alussa
Energy, said, “FREYR has built an incredibly well-equipped
management team with leaders that have real hands-on experience
from global business and project development. I truly appreciate
the opportunity to help couple this deep Norwegian process industry
know-how and the nation’s renewable energy surplus to unlock the
potential to build a strong, growing and global sustainable
industry. I’m looking forward to being part of that transition as a
member of FREYR Battery’s Board of Directors.”
On 29 January 2021, FREYR announced that it will become a
publicly listed company through a business combination with Alussa
Energy. Subject to closing conditions being met, the combined
company will be named “FREYR Battery” and its ordinary shares and
warrants are expected to start trading on the New York Stock
Exchange under the ticker symbol FREY upon closing. The Board of
Directors will be appointed in accordance with the business
combination agreement, which was approved by the extraordinary
general meeting of FREYR on 16 February. Alussa Energy will hold
its Special Meeting to approve the business combination on 30 June
2021.
Alussa Energy/FREYR Capital Markets Update Webcast
Alussa Energy and FREYR will jointly host a virtual Capital
Markets Update at 10:00 a.m. Eastern Time on June 22, 2021 to
discuss items related to the business combination and provide an
update on business activities at FREYR. In addition, the webcast
will feature Jarand Rystad, CEO of Rystad Energy, who will provide
the firm’s macro outlook for global energy transition trends and
the battery industry. Visit the ‘Investors’ section at both
www.freyrbattery.com and www.alussaenergy.com for more
information.
About FREYR AS
FREYR plans to develop up to 43 GWh of battery cell production
capacity by 2025 to position the company as one of Europe’s largest
battery cell suppliers. The facilities will be located in the Mo i
Rana industrial complex in Northern Norway, leveraging Norway’s
highly skilled workforce and abundant, low-cost renewable energy
sources from hydro and wind in a crisp, clear and energized
environment. FREYR will supply safe, high energy density and cost
competitive clean battery cells to the rapidly growing global
markets for electric vehicles, energy storage, and marine
applications. FREYR is committed to supporting cluster-based
R&D initiatives and the development of an international
ecosystem of scientific, commercial, and financial stakeholders to
support the expansion of the battery value chain in our region. For
more information, please visit www.freyrbattery.com.
About Alussa Energy Acquisition Corp.
Alussa Energy is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. While Alussa Energy may pursue an acquisition
opportunity in any industry or sector, Alussa Energy intends to
focus on businesses across the entire global energy supply chain.
For more information, please visit:
https://www.alussaenergy.com.
Important Information about the Transaction and Where to Find
It
In connection with the transaction, Alussa Energy and Pubco have
filed and will file relevant materials with the SEC, including a
Form S-4 registration statement filed by Pubco on March 26, 2021
and amended on May 7, May 27, 2021 and June 9, 2021 (the “S-4”),
which includes a prospectus with respect to Pubco’s securities to
be issued in connection with the proposed business combination and
a proxy statement (the “Proxy Statement”) with respect to Alussa
Energy’s shareholder meeting at which Alussa Energy’s shareholders
will be asked to vote on the proposed Business Combination and
related matters. ALUSSA ENERGY SHAREHOLDERS AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ THE S-4 AND THE AMENDMENTS THERETO AND
OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION, AS THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT
ALUSSA ENERGY, PUBCO, FREYR AND THE TRANSACTION. The S-4 was
declared effective on June 14, 2021 and the definitive Proxy
Statement contained in the S-4 and other relevant materials for the
transaction have been mailed to shareholders of Alussa Energy as of
April 30, 2021. The preliminary S-4 and Proxy Statement, the final
S-4 and definitive Proxy Statement and other relevant materials in
connection with the transaction, and any other documents filed by
Alussa Energy with the SEC, may be obtained free of charge at the
SEC’s website (www.sec.gov) or by writing to Alussa Energy
Acquisition Corp. at c/o PO Box 500, 71 Fort Street, Grand Cayman
KY1-1106, Cayman Islands.
Participants in the Solicitation
Alussa Energy, Pubco and FREYR and certain of 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 from the shareholders of Alussa Energy in
favor of the approval of the business combination. Shareholders of
Alussa Energy and other interested persons may obtain more
information regarding the names and interests in the proposed
transaction of Alussa Energy’s directors and officers in Alussa
Energy’s filings with the SEC, including Alussa Energy’s annual
report on form 10-K for the year-ended December 31, 2020, which was
filed with the SEC on March 1, 2021 and amended on May 6, 2021, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Additional information regarding the
interests of such potential participants are also included in the
registration statement and other relevant documents filed with the
SEC. These documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. 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.
No Assurances
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits of combining the companies
will be realized.
Forward-looking Statements
Certain statements made in this press release, and certain oral
statements made by representatives of Alussa Energy, Pubco and
FREYR and their respective affiliates, from time to time may
contain, “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Alussa Energy’s, Pubco’s and FREYR’s actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “might” and “continues,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, expectations with respect to, the appointment of the
nominated directors, the production of clean and cost-effective
batteries, the plan to deliver 43 GWh of next-generation battery
cell manufacturing capacity, potential partnerships with technology
providers, customers and suppliers to deliver clean and low-cost
battery cells, the expansion into other markets with scale and
speed, the listing of Pubco’s common stock and warrants on the New
York Stock Exchange and the closing of the business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of Alussa Energy, Pubco or FREYR and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: the inability to consummate the transaction due to
failure to obtain approval of the shareholders of Alussa Energy;
the inability to obtain the listing of Pubco’s common stock and
warrants on the New York Stock Exchange following the transaction;
the failure of capital to be delivered in the business combination;
the failure to appoint the nominated directors, the risk that the
transaction disrupts current plans and operations as a result of
the announcement and consummation of the transaction; the inability
to recognize anticipated benefits of the proposed business
combination; the possibility that Alussa Energy, Pubco or FREYR may
be adversely affected by other economic, business, and/or
competitive conditions that might lead to, among other things, a
failure to develop clean and cost-effective batteries, deliver on
the targeted battery cell manufacturing capacity, leverage Norway’s
perceived advantages in renewable energy, build collaborations with
technology providers, customers and suppliers and expand into other
markets; and other risks and uncertainties identified in the
registration/proxy statement relating to the transaction, including
those under “Risk Factors” therein, and in other filings with the
SEC made by Alussa Energy, Pubco and FREYR. Alussa Energy, Pubco
and FREYR caution that the foregoing list of factors is not
exclusive, and caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
None of Alussa Energy, Pubco or FREYR undertakes or accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210621005801/en/
FREYR Steffen Føreid, CFO, +47 9755 7406,
steffen.foreid@freyrbattery.com Harald Bjørland, Investor
Relations, +47 908 58 221, hb@crux.no Hilde Rønningsen, Director of
Communications,+47 453 97 184,
hilde.ronningsen@freyrbattery.com
Alussa Energy Chi Chow, Alussa Energy, Strategy &
Investor Relations, +1 929-303-6514, cchow@alussaenergy.com
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