Trine Acquisition Corp. (NYSE: TRNE) (“Trine”), a special
purpose acquisition company led by Leo Hindery, Jr. and HPS
Investment Partners, announced today that it has filed a
registration statement on Form S-4, which includes a preliminary
proxy statement/consent solicitation statement/prospectus, with the
U.S. Securities and Exchange Commission (“SEC”) in connection with
the recently announced proposed business combination between Trine
and Desktop Metal, Inc. (“Desktop Metal”), a leader in mass
production and turnkey additive manufacturing solutions. Completion
of the business combination, which is expected in the Fourth
Quarter of 2020, is subject to approval by Trine and Desktop Metal
stockholders and other customary closing conditions, including the
registration statement being declared effective by the SEC.
While the registration statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about Trine’s proposed business
combination with Desktop Metal and the proposals to be considered
by the Trine and Desktop Metal stockholders.
About Trine Acquisition Corp
Trine Acquisition Corp. is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities.
For more information, visit www.trineacquisitioncorp.com.
About Desktop Metal
Desktop Metal, Inc., based in Burlington, Massachusetts, is
accelerating the transformation of manufacturing with an expansive
portfolio of 3D printing solutions, from rapid prototyping to mass
production. Founded in 2015 by leaders in advanced manufacturing,
metallurgy, and robotics, the company is addressing the unmet
challenges of speed, cost, and quality to make Additive
Manufacturing an essential tool for engineers and manufacturers
around the world. Desktop Metal was selected as one of the world’s
30 most promising Technology Pioneers by the World Economic Forum
and named to MIT Technology Review’s list of 50 Smartest
Companies.
For more information, visit www.desktopmetal.com.
Forward Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Desktop Metal and Trine, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by
Desktop Metal and the markets in which it operates, and Desktop
Metal’s projected future results. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Trine’s securities, (ii)
the risk that the transaction may not be completed by Trine’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Trine, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
agreement and plan of merger by the stockholders of Trine and
Desktop Metal, the satisfaction of the minimum trust account amount
following redemptions by Trine’s public shareholders and the
receipt of certain governmental and regulatory approvals, (iv) the
lack of a third party valuation in determining whether or not to
pursue the proposed transaction, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (vi) the effect of
the announcement or pendency of the transaction on Desktop Metal’s
business relationships, performance, and business generally, (vii)
risks that the proposed transaction disrupts current plans of
Desktop Metal and potential difficulties in Desktop Metal employee
retention as a result of the proposed transaction, (viii) the
outcome of any legal proceedings that may be instituted against
Desktop Metal or against Trine related to the agreement and plan of
merger or the proposed transaction, (ix) the ability to maintain
the listing of Trine’s securities on the New York Stock Exchange,
(x) the price of Trine’s securities may be volatile due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Desktop Metal plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting Desktop Metal’s business and changes in the
combined capital structure, (xi) the ability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities, and (xii) the risk of downturns in the highly
competitive additive manufacturing industry. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Trine’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, the registration statement on
Form S-4 and proxy statement/consent solicitation
statement/prospectus discussed below and other documents filed by
Trine from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Desktop Metal and
Trine assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Desktop Metal nor
Trine gives any assurance that either Desktop Metal or Trine will
achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Desktop
Metal and Trine. This document does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Trine has filed a
registration statement on Form S-4 that includes a proxy statement
of Trine, a consent solicitation statement of Desktop Metal and a
prospectus of Trine. The proxy statement/consent solicitation
statement/prospectus will be sent to all Trine and Desktop Metal
stockholders. Trine also will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of Trine and Desktop Metal
are urged to read the registration statement, the proxy
statement/consent solicitation statement/prospectus and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/consent solicitation
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Trine through the website maintained
by the SEC at www.sec.gov. In addition, the documents filed by
Trine may be obtained free of charge from Trine’s website at
www.trineacquisitioncorp.com or by written request to Trine at
Trine Acquisition Corp., 405 Lexington Avenue, 48th Floor, New
York, NY 10174.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of 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 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.
Participants in the Solicitation
Trine and Desktop Metal and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Trine’s stockholders in connection
with the proposed transaction. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/consent solicitation statement/prospectus
regarding the proposed transaction. You may obtain a free copy of
these documents as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20200915005748/en/
For Trine Acquisition Corp. Pierre
Henry phenry@trineacquisitioncorp.com
For HPS Investment Partners Prosek
Partners Mike Geller / Josh Clarkson mgeller@prosek.com /
jclarkson@prosek.com
For Desktop Metal Investor / Media
Relations Lynda McKinney press@desktopmetal.com
Investor Relations Mike Callahan /
Tom Cook DesktopMetalIR@icrinc.com
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