Ivanhoe Capital (IVAN) Shareholders Approve SES Deal

Ivanhoe Capital (NYSE:IVAN) announced this afternoon that its shareholders have approved its combination with EV battery-maker SES in a special meeting held this morning.

The SPAC announced a preliminary approval of the business combination yesterday, however, Ivanhoe disclosed in an 8-K filing that 22,455,850 shares were presented for redemption, representing 81.362% of the SPACs trust. As a result, there will be approximately $51.45 million remaining in the trust account following redemptions.

But, in late October, the SPAC entered into an additional PIPE subscription agreement which increased the total PIPE size to $275 million thanks to the additional $75 million subscription at $10.00 per share from strategic investor Honda. Together with SES’ existing cash, the company is expected to have about $480 million on its balance sheet at close.

The upsized PIPE included $275 million common stock offering, which will close on Thursday, and includes multiple industry leading OEM’s and strategic partners, along with premier financial investors. The PIPE investors include: Honda Motor Co. Ltd., General Motors, Hyundai Motor Company, Geely Holding Group, Kia Corporation, SAIC Motor, Koch Strategic Platforms, LG Technology Ventures, Foxconn, Vertex Ventures, Fidelity Investments Canada ULC (certain funds), and Franklin Templeton. SES investors also include SK Inc., Temasek, Tianqi Lithium, and Applied Materials.

The business combination is expected to close on Thursday, February 3, and the common stock and warrants of the combined company, which will be renamed “SES AI Corporation,” are expected to commence trading on the New York Stock Exchange on Friday, February 4, under the new ticker symbols, “SES” and “SES WS”, respectively.

Ivanhoe Capital and SES initially announced their $2.6 billion deal on July 13. Singapore-based SES is developing a hybrid lithium-metal rechargeable battery for electric vehicles with full production expected to launch in 2025.

ADVISORS

• Goldman Sachs & Co. LLC is serving as exclusive financial advisor to SES.
• White & Case LLP is serving as legal advisor to SES.
• Morgan Stanley & Co. LLC is serving as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe.
• Kirkland & Ellis LLP is serving as legal advisor to Ivanhoe.
• ICR, LLC is serving as communications advisor for SES.