European Sustainable Growth Acquisition Corp.
PROPOSED BUSINESS COMBINATION: ADS-TEC Energy
ENTERPRISE VALUE: $356 million
ANTICIPATED SYMBOL: ADSE
European Sustainable Growth Acquisition Corp. proposes to combine with ADS-TEC Energy, a global leader in battery buffered ultrafast charging technology.
ADS-TEC Energy’s battery buffered technology enables widespread, ultrafast charging (up to 320kW) on existing power-limited grids without additional infrastructure power upgrades. This allows for the introduction of ultrafast charging to previously unaddressed geographies and segments such as city centers, remote and rural areas, helping to ensure more inclusive access to EV charging. ADS-TEC Energy’s electric vehicle charging platforms also offer operators the opportunity to generate multiple revenue streams, including advertising, grid services, swarm operations and intelligent distributed energy management. In addition, the Company’s established commercial and industrial platforms offer customizable energy storage solutions that optimize energy management and enable a variety of grid services for customers.
ADS-TEC Energy’s customer base includes well-known blue-chip customers, which is testament to the company’s capabilities and the charging capacity of its platform. With hundreds of battery buffered ChargeBox platforms already delivered, and with existing certifications in both US and European markets, ADS-TEC Energy is well-positioned for rapid expansion globally as the need for ultrafast charging capabilities increases with the transition to an all-electric economy. ADS-TEC Energy’s management team, led by Founder and Chief Executive Officer Thomas Speidel, will continue to lead ADS-TEC Energy following the transaction.
TRANSACTION
- The pro forma market capitalization of the combined company is approximately $580 million.
- EUSG has also secured commitments of a fully subscribed $156 million in a Private Investment in Public Equity (“PIPE”) at $10 per share, that is anticipated to close one business day prior to the business combination.
- Investors in the PIPE include, amongst others, APG, Invesco, Polar Structure and SwedbankRobur.
- A portion of the proceeds from the PIPE will be used to fund the cash consideration required to effect the business combination.
- A substantial portion of the funds from the transaction will be used to accelerate the development of ADS-TEC Energy’s charging platforms and expand the Company’s reach into the United States and Europe.
PIPE
- $156 million PIPE Investment at $10.00 per share led by APG, Invesco, Polar Structure and SwedbankRobur.
- The PIPE can terminate if:
- (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms
- (ii) the mutual written agreement of each of the parties thereto to terminate the applicable Subscription Agreement
- (iii) if, upon Closing Date, any of the conditions set forth in Section 3 of the Subscription Agreement have not been satisfied or waived by the party entitled to grant such waiver
- (iv) the date that is six (6) months after the date of the execution of the Business Combination Agreement
- (v) the date that is six (6) months after the date of the applicable Subscription Agreement.
SUPPORT AGREEMENT
- Sponsor Support Agreement
- (a) to vote in favor of the approval and adoption of the Business Combination Agreement and the approval of the SPAC Merger, the other Transactions and the other Transaction Proposals
- (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Irish Holdco or New SPAC under the Business Combination Agreement or that would reasonably be expected to result in the failure of the SPAC Merger or the other Transactions from being consummated
- (c) to abstain from exercising any redemption rights with respect to the Sponsor SPAC Shares held by the Sponsor Parties
- (d) to refrain from selling, assigning, transferring, pledging, disposing of or otherwise encumbering any of the SPAC Sponsor Shares held by such Sponsor Party or otherwise agreeing to do any of the foregoing
- (e) to refrain from depositing any of the SPAC Sponsor Shares held by such Sponsor Party into a voting trust or entering into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of the SPAC Sponsor Shares held by such Sponsor Party that is inconsistent with the provisions of the Sponsor Support Agreement
- (f) refrain from entering into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any of the SPAC Sponsor Shares held by such Sponsor Party
NOTABLE CONDITIONS TO CLOSING
- The amount of Available Cash will not be less than $150M
NOTABLE CONDITIONS TO TERMINATION
- Six (6) months days after the date of the Business Combination Agreement (the “Outside Date”)
ADVISORS
- EarlyBirdCapital and ABN AMRO Securities (USA) LLC are serving as financial advisors to EUSG and placements agents in the PIPE.
- Carnegie Investment Bank is serving as a selling agent in the PIPE.
- Raymond James is serving as M&A advisor to EUSG and placement agent in the PIPE.
- The German KPMG member firm is serving as M&A advisor to ADS-TEC Energy.
- Reed Smith LLP is serving as lead legal counsel to EUSG
- Arthur Cox is serving as legal advisor in Ireland and Maples Group is serving as legal advisor in the Cayman Islands to EUSG.
- CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB and Alston & Bird LLP are serving as legal advisors to ADS-TEC Energy.
MANAGEMENT & BOARD
Executive Officers
Pieter Taselaar, 58
Co-Chief Executive Officer and Director Nominee
Mr. Taselaar is the Founding Partner and Portfolio Manager of Lucerne, which he founded in 2000 under the name Reach Capital Management, LLC. Prior to founding Lucerne, he was a Senior Managing Director at the New York office of ABN AMRO, and Head of European Equities from 1995 to 2000. From 1988 until 1994, Mr. Taselaar was a Corporate Finance Analyst at ABN AMRO in Amsterdam. Mr. Taselaar holds a law degree from Leiden University, the Netherlands, and an MBA from Columbia University.
Matheus Hovers, 46
Co-Chief Executive Officer
Mr. Hovers has served as a Partner and Portfolio Manager for Lucerne, since 2007. Prior to joining Lucerne, Mr. Hovers was Head of Pan European Small and Mid-Cap Equity Research at ABN AMRO. He also held a position as Head of Benelux Equity Research, and prior to that was a Senior Equity Analyst while at ABN AMRO. Mr. Hovers’ career began as an equity analyst at Rabobank. He received a graduate degree in Economics and a masters degree in International Finance from the University of Amsterdam, the Netherlands.
Karan Trehan, 67
President and Director
Since 2015, he has served as the chairman of the board of directors of Esoterica Capital LLC, an asset management company that invests in the 5G-enabled digital economy public equities. From 2010 to 2015, he was the Founder and Managing Partner of Emerging Managers Group, an offshore fund platform, which later sold to a U.S. mutual fund complex. In 2000, he founded Ankar Capital Management L.P., to invest private equity in Asian financial institutions, and served as its Managing Partner until 2010. From 1990 to 2000, Mr. Trehan served as president and Chief Executive Officer of Alliance Bernstein International. From 1980 to 1989, he was a vice president at Goldman Sachs. From 1977 to 1980, he was a vice president at American Express Company. From 1974 to 1975, Mr. Trehan served as a research associate at The World Bank. Mr. Trehan studied economics at Delhi University, India, and received an M.B.A. from IMD, Switzerland. He has served on the boards of several US-based and international investment funds and has been a trustee of the United World Colleges.
Patrick Moroney, 56
Chief Financial Officer
He has served as Chief Operating Officer and Chief Compliance Officer of Lucerne since 2014. From 2011 to 2013, he was Chief Financial Officer and Chief Compliance Officer at Sankofa Capital, L.P. a long-short equity hedge fund. From 2004 to 2011, he was Chief Financial Officer and Chief Compliance Officer at Cura Capital, an investment advisory firm. Prior to that, Mr. Moroney was a director at the international investment bank UBS from 1996 to 2004. He received his BBA and MBA from Iona College.
Marc Rothfeldt, 60
Senior Advisor
He has been a private investor since the sale of Emerging Managers Group LP, or EMG, where he was a partner from 2011 to 2015. EMG was engaged in offshore fund asset management and distribution. From 2000 until 2010, Mr. Rothfeldt was the Chairman of Selector Advisors Ltd. and the Chief Executive Officer of Selector Capital Management, both of which were involved in offshore fund management and distribution services. From 1998 to 2000, Mr. Rothfeldt served as Head of Equities for the Americas at ABN AMRO. During his tenure there, he established the bank’s stock exchange presence in Brazil and Mexico and was a board member of the bank’s Argentine broker dealer. In 1997, Mr. Rothfeldt was appointed Global Co-Head of equity sales for ABN AMRO. From 1992 to 1996, he served as President and Director of Alfred Berg Inc., or Alfred Berg. Prior to that he was the President of Carnegie Inc., or Carnegie. Carnegie and Alfred Berg were both engaged in the research and trading of European equities, on behalf of US institutional clients. Prior to Carnegie’s entrance into the United States, Mr. Rothfeldt led Carnegie’s research operations in Sweden and took part in the establishment of the Swedish derivatives exchange OMX, now part of Nasdaq OMX. Mr. Rothfeldt is a graduate of the Stockholm School of Economics and the author of several books on financial derivatives, published throughout Europe and used in higher education.
Board of Directors
Lars Thunell, 72
Director (Chairman)
Since 2016, Dr. Thunell has been an independent investor focused on green initiatives, who has held numerous leadership positions. He has also served as chairman of a family-owned real estate company in Åre, Sweden, since 2008. During his professional career, he has served on the boards of many public and private companies including Statoil ASA, an energy company that is now known as Equinor, Elekta, a company making precision radiation medicine, Castellum, a Swedish real estate corporation, SCA, a company in the personal care and tissue product industry, Astra, a pharmaceutical company, and Azelio, a green energy company. Dr. Thunell started his career in the treasury department of American Express in 1975. He then joined ASEA AB, a Swedish electrical engineering company, and in 1988 he was part of the team that created ABB, a global technology company, including ABB Financial Services. In 1991, he joined Nordbanken, a Swedish bank, as deputy Chief Executive Officer. He became Chief Executive Officer of Securum, the bank that the Swedish government set up during the financial crisis of the early 1990s to unwind bad debt from Nordbanken. From 1997 to 2005, Dr. Thunell served as the Chief Executive Officer of Trygg Hansa, an insurance company that merged with Skandinaviska Enskilda Banken, or SEB, in 1998. In 2006, Dr. Thunell became the Chief Executive Officer of International Finance Corporation, or IFC, a member of the World Bank focused on the private sector in developing countries. After leaving IFC in 2012, he became a Senior Advisor to Blackstone until 2016. Dr. Thunell also served as chairman of the board of Africa Risk Capacity Insurance Company Limited, a mutual insurance company for African states, from 2013 to 2017. He has also served a member of the board of directors of both Kosmos Energy Ltd., a deep-water exploration and production company and British bank Standard Chartered PLC, for which he headed the risk committee. Dr. Thunell has a Ph.D. in political science from the University of Stockholm.
Elaine Weidman Grunewald, 53
Director
Ms. Grunewald has more than two decades of international executive experience with a focus on technology, sustainable development, public affairs and corporate development. Ms. Grunewald is the Co-Founder of AI Sustainability Center of Stockholm and has been an advisor of corporate development to Steller, a technology start-up owned by ETA Holdings Inc., since 2018. She has also served on the board of directors of Sweco, a civil engineering company based in Stockholm, since 2017. She was senior advisor of corporate development at Zunum Aero, a technology start-up, from 2018 to 2020 and held multiple roles during her years at Ericsson starting in 1998 to 2018. Her last position at Ericsson was Senior Vice President and Chief Sustainability and Public Affairs Officer, a position she held from 2016 to 2018. Ms. Grunewald holds a double Masters degree in International Relations and Resource & Environmental Management from Boston University’s Center for Energy and Environmental Studies and she is the co-author of “Sustainability Leadership, A Swedish Approach to Transforming your Company, Your Industry and the World” a book about corporate sustainability leadership in Sweden.
Wilco Jiskoot, 70
Director
Mr. Jiskoot was at ABN AMRO from 1976 to 2008, where he was an executive board member from 1996 to 2008 and responsible for the Corporate and Investment Bank. He was a former advisor to CVC and started his own advisory business and has been involved in many transactions around the world. Since 2008 he has been involved as a non-executive board member for a number of privately owned companies. He is presently the Chairman of numerous supervisory boards, including, Hema BV, a retail company, Constellation Netherlands Holdings BV, a software provider, and Five Degrees, a software company. He also serves as a board member of Jumbo Supermarkten. Mr. Jiskoot holds an MBA of Erasmus University in Rotterdam.