PROPOSED BUSINESS COMBINATION: FREYR AS
ENTERPRISE VALUE: $529 million
ANTICIPATED SYMBOL: FREY
Alussa Energy Acquisition Corporation proposes to combine with FREYR AS a Norway-based developer of clean, next-generation battery cell production capacity. FREYR is targeting development of up to 43 GWh of battery cell production capacity in Norway by 2025 to position the Company as one of Europe’s largest battery cell suppliers. FREYR expects to deliver safer, higher energy density and lower cost clean battery cells made with renewable energy from an ethically and sustainably sourced supply chain. The Company’s ambition is to become the battery cell producer with the lowest lifecycle carbon footprint in the world. FREYR plans to utilize Norway’s inherent advantages, including access to renewable energy, some of Europe’s lowest electricity prices and shorter delivery distances to main markets in Europe and the US as compared to competitors in Asia.
The Company is partnering strategically on next-generation semi-solid battery cell technology that is expected to materially reduce manufacturing costs and provide a highly competitive market position for FREYR. The Company’s solutions will address the rapidly growing global markets for electric vehicles, energy storage, and marine applications, representing an estimated addressable market of about 5,000 GWh per year by 2030.
The business combination values the combined company at an implied $1.4 billion pro forma equity value.
The transaction will provide an estimated $850 million of net proceeds to the Company, assuming no redemptions by Alussa Energy shareholders, including a $600 million fully committed PIPE at $10.00 per share of the Company anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research Company LLC, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation. 100% of FREYR’s existing shares will roll over into the combined company.
Current FREYR shareholders (fully diluted) are expected to own approximately 30% of the combined company after transaction close, representing an exchange ratio of approximately 0.179031 of shares of the combined company for each share of FREYR based on the currently available information and assuming a $600 million PIPE.
The transactions contemplated by the Business Combination Agreement shall be consummated on the First Closing Date and the Second Closing Date.
- The First Closing shall take place on the fifth business day after the satisfaction or waiver of the closing conditions set forth in the Business Combination Agreement unless another time or date is mutually agreed to in writing by the parties.
- The Second Closing shall take place on the second business day after the First Closing unless another time or date is mutually agreed to in writing by the parties.
- $600 million fully committed PIPE at $10.00 per share of the Company anchored by strategic and institutional investors, including:
- Koch Strategic Platforms
- Fidelity Management & Research Company LLC
- Franklin Templeton
- Sylebra Capital
- Van Eck Associates Corporation.
- The transaction consideration shall be adjusted on a dollar-for-dollar basis with respect to Leakages between September 30, 2020 and the Second Closing Date (the “Locked Box Period”).
- “Leakage” shall include, among others, dividends declared to any FREYR shareholder or their affiliates, any transaction bonuses (in excess of $5 million), consultant, advisory or other fees outside of the course and the other Leakages set forth in the Business Combination Agreement, other than Permitted Leakages.
- If at any time prior to the Second Closing, FREYR becomes aware of the occurrence of any Leakage during the Locked Box Period, FREYR shall notify Alussa of such Leakage and the FREYR shareholder(s) to whom such Leakage is attributable. The consideration attributable to such shareholder(s) on the Second Closing shall be reduced by the amount of such Leakage.
At or prior to the First Closing Date, Pubco, the Purchaser Representative, the Shareholder Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Second Closing Date (the “Escrow Agreement”).
Pursuant to which Pubco shall cause to be delivered to the Escrow Agent at the Second Closing a number of Pubco Ordinary Shares (valued at the lower of (i) the Redemption Price and the (ii) PIPE Price):
- Equal to 5% of the amount of Base Consideration (the “Escrow Shares”).
- Such Escrow Shares shall serve as the Major Shareholders’ obligations after the Closings in respect of indemnification and leakage.
- Payments in respect of the Major Shareholders’ obligations in respect of indemnification and leakage shall be first settled against the Escrow Shares.
- The Escrow Shares shall be released from the Escrow Account 12 months after the Second Closing.
The applicable FREYR shareholders and the Sponsor agree not to transfer any Pubco Ordinary Shares (including Pubco Ordinary Shares issued or issuable upon the exercise of FREYR options exchanged into options of Pubco), during the period commencing from the Second Closing and ending on the earlier of:
- (a) one (1) year after the Second Closing Date,
- (b) subsequent to the Second Closing Date, if the last sale price of the Pubco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and
- (c) the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property.
- The FREYR shareholders who are party to a Lock-Up Agreement shall be permitted to sell a certain number of Pubco Ordinary Shares to settle their tax liabilities.
- The Sponsor also agrees not to transfer any Pubco Warrants (or Pubco Ordinary Shares issued or issuable upon the conversion of the Pubco Warrants), until 30 days after the Second Closing.
Purchaser Shareholder Irrevocable Undertakings
Alussa has entered into irrevocable undertakings with FREYR and certain Alussa shareholders holding at least 25% of the Purchaser ordinary shares as of the date of the Business Combination Agreement (the “Purchaser Shareholder Irrevocable Undertakings”), pursuant to which those Alussa shareholders committed to, among other things, vote in favor of the Purchaser Shareholder Approval Matters at any meeting of Alussa shareholders and take other actions in furtherance of the Purchaser Shareholder Approval Matters until the earlier of:
- (i) the Cayman Effective Time and
- (ii) the termination of the Business Combination Agreement.
FREYR Shareholder Irrevocable Undertakings
Certain FREYR shareholders holding at least 55.76% of FREYR ordinary shares as of the date of the Business Combination Agreement have entered into irrevocable undertakings with FREYR and Alussa on January 29, 2021, pursuant to which such shareholders committed to, among other things, vote in favor of the Company Shareholder Approval Matters and take other actions in furtherance of the Purchaser Shareholder Approval Matters until the earlier at any meeting or written resolutions of the shareholders held prior to or on the earlier of:
- (i) the Second Closing and
- (ii) the termination of the Business Combination Agreement.
NOTABLE CONDITIONS TO CLOSING
- As of the First Closing Date after giving effect to the completion of the Redemption, commitments in respect of the PIPE Investment and the Funding Commitment Letter, but without giving effect to Alussa’s transaction expenses and the repayment of certain deferred liabilities of Alussa assuming that:
- (A) all funds are drawn under the Funding Commitment Letter
- (B) the funds drawn under the Funding Commitment letter are held by Alussa and
- (C) None of the funds drawn under the Funding Commitment Letter have been used as of the First Closing, Alussa and Pubco shall collectively have at least $400 million in the aggregate in cash and cash equivalents, including funds in the Trust Account and any proceeds from any of the Commitment Agreements, the Funding Commitment Letter or other PIPE Investment (including any funds in respect of the PIPE Investment which are deposited into an escrow account on or prior to First Closing which are to be released to Pubco on the Second Closing in accordance with the applicable Commitment Agreement)
NOTABLE CONDITIONS TO TERMINATION
- By written notice by Alussa or FREYR if the First Closing shall not have occurred by July 31, 2021 (the “Outside Date”)
- Credit Suisse Securities (USA) LLC acted as the equity capital markets advisor to Alussa Energy.
- Credit Suisse Securities (USA) LLC, BTIG, LLC and BTIG Norway AS acted as the financial advisors to Alussa Energy.
- Skadden Arps, Slate, Meagher & Flom LLP served as M&A legal counsel to Alussa Energy.
- Ellenoff Grossman & Schole LLP served as securities counsel to Alussa Energy
- Wiersholm AS served as Norwegian counsel to Alussa Energy
- Appleby (Cayman) Ltd served as Cayman Islands legal counsel to Alussa Energy.
- Rystad Energy and Sustainable Governance Partners acted as business and environmental, social and governance advisors, respectively, to Alussa Energy.
- Kite Hill PR LLC acted as the public relations advisor to Alussa Energy.
- Wilson Sonsini Goodrich & Rosati P.C. served as U.S. legal counsel to FREYR
- Advokatfirmaet BAHR AS, served as Norwegian legal counsel to FREYR.
- Crux Advisers AS acted as investor relations and communications adviser to FREYR.
- Credit Suisse Securities (USA) LLC, BTIG, LLC and Pareto Securities AS served as placement agents for the PIPE financing.
- Davis Polk & Wardwell LLP served as legal counsel to the placement agents.
MANAGEMENT & BOARD
Daniel Barcelo, 49
Chief Executive Officer, President & Director
Mr. Barcelo has over 25 years in international energy finance and emerging markets. Mr. Barcelo brings experience encompassing executive management, portfolio management, capital markets, corporate restructuring, valuation, deal origination and structuring. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an equity research analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil & Gas at Renaissance Capital in Moscow, Russia from 2011 to 2012. His corporate experience includes small cap E&P start-up and restructuring in complicated geo-markets including executive roles as Chief Financial Officer of Ruspetro plc in Russia from 2012 to 2014, Head Corporate Finance of Lekoil Limited in Nigeria from 2015 to 2016 and co-founder, Director and Chief Financial Officer of Invicti Terra Argentina Limited in Argentina from 2017 to 2019. He is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a CFA charterholder.
Nick De’Ath, 70
Chief Technology Officer
Mr. De’Ath has over 45 years management experience in the Upstream Oil and Gas Industry. This has included 21 years at BP Exploration, a subsidiary of BP (NYSE:BP) as Chief Geologist in the North Sea from 1983 to 1986, General Manager of Colombia (where he was instrumental in the Cusiana discovery; the largest discovery in the 80 year history of the Colombian oil industry and the largest in the Western Hemisphere in 25 years) from 1986 to 1991, and President for Exploration in Mexico from 1991 to 1992. His leadership achieved an Advanced 3* ISRS (Intl. Safety Rating System) within two years, in the manner in which the BP Colombia operation was conducted. From 1993 to 1998 Mr. De’Ath also helped build a global Exploration and Production portfolio at Triton Energy Limited (NYSE:OIL) which subsequently resulted in major oil discoveries offshore Equatorial Guinea. He was instrumental in forming the Carigali-Triton Op. Co (CTOC) in the Gulf of Thailand (the Malaysia-Thailand Joint Development Area-MTJDA), which included the initial appraisal of the Cakerawala Gas complex. In 1999, he was also a member of the Strategic Risk Group at PwC, the global assurance, tax and consulting services provider. He also focused on reservoir management in developing and production oil and gas fields in the Former Soviet Union, serving as chief reservoir geologist for Yukos Oil Company in Moscow from 2003 to 2004 and various positions for TNK-BP, a major vertically integrated Russian oil company, in Moscow, latterly as Director Subsurface Assurance from 2006 to 2011. Mr. De’Ath graduated from University College, London University with a B.Sc. (Hons) Geology. He was awarded the MBE (Member of the British Empire) in 1990 by Queen Elizabeth II for Commercial Services to Colombia.
Sarah James, 37 [Appointed 7/7/20]
Chief Financial Officer
Ms. James, served as a vice president of finance and business development at Caelus Energy Alaska, LLC, a private company specializing in oil and gas exploration and production, from February 2013 to April 2020. Ms. James oversaw the company’s business development strategy, debt and equity fundraising and ongoing financial reporting functions. From January 2008 to August 2010, she served as a private equity associate at Riverstone Holdings, LLC, a private equity firm that specializes in the energy industry and electrical power industry sectors. Prior to that, Ms. James served as an analyst at JPMorgan Securities, Inc., in the diversified industrials and natural resources group. Ms. James holds a Bachelor of Arts degree in Economics and English from Duke University and a Master of Business Administration and Master of Science: School of Earth Sciences from Stanford University.
Mavriky Kalugin, 46
Chief Operations Officer
Mr. Kalugin currently serves as Executive Vice President of Upstream and Deputy Board Chairman of Ukrnafta, a Ukrainian oil and gas company based in Kiev, a position he has held since January 2016. He is an international operations executive delivering results in difficult exploration and production environments to solve tough oil field challenges. He has developed a reputation for reservoir and production engineering and a deep commitment to Health, Safety and Environment management. His multidisciplinary team leadership, business planning, strategic organizational capability planning/resourcing, greenfield development and brownfield redevelopment has been gained through personnel development in multi-language, multi-cultural, and multi-discipline organizations in major international and independent E&P companies. Over the past 22 years his progressively more senior roles have evolved through ARCO and ConocoPhillips (NYSE:COP) as reservoir/production/development engineer on Alaska’s North Slope from 1997 to 2003; as senior production/reservoir engineer with Occidental (NYSE:OXY) Elk Hills in California’s San Joaquin Valley from 2003 to 2004; with TNK-BP, via secondment from BP (LSE:BP), in Volga-Urals and West Siberia as Gas Enhanced Oil Recovery technology manager and deputy director, Brownfields Production Technology from 2004 to 2008; Cairn India as general manager, Reservoir Management & Development/Production Optimization from 2008 to 2013; country manager for Petrofac Integrated Energy Services Russia from 2013 to 2014 and country manager/Chief Operating Officer in Romania from 2014 to 2015.
Board of Directors
James Musselman, 71
Chairman of the Board
Mr. Musselman founded Dallas-based Caelus Energy, LLC in 2011 and brings a track record of leading successful oil and gas ventures to the company. In 2014, Caelus Energy and its subsidiaries acquired the Oooguruk development located on Alaska’s North Slope. Oooguruk has produced over 27 MMBO since it began production in 2008. Prior to establishing Caelus Energy, in 2003, Mr. Musselman was one of five founding partners of Kosmos Energy Ltd (NYSE:KOS), and he was Chairman and Chief Executive Officer of the Kosmos until 2010. Under Mr. Musselman’s leadership, Kosmos’ Mahogany-1 exploration well discovered the Jubilee Field offshore the Republic of Ghana in 2007. The Jubilee Field was regarded as an important oil discovery offshore of West Africa and was one of the largest finds in the world in 2007. Kosmos and its company partners developed the Jubilee Field and delivered first oil in late 2010. Before leading Kosmos Energy, Mr. Musselman was President and Chief Executive Officer of Triton Energy Limited (NYSE:OIL), an independent international oil and gas exploration and production company. Mr. Musselman secured a $350 million private equity infusion for Triton that enabled the company to pursue oil and gas ventures offshore West Africa. The company made several significant oil discoveries offshore Equatorial Guinea, including the Ceiba oil field, which was quickly developed. The company also discovered and developed several major natural gas fields in the Malaysia/Thailand Joint Development Area in the Gulf of Thailand. Triton was sold to Hess Corporation (NYSE:HES) in 2001 for $3.2 billion. After the sale, Mr. Musselman served as a Senior Advisor to Hess Chairman and Chief Executive Officer, John Hess. Previously, Mr. Musselman was Founder and Operator of JM Petroleum Corp., a crude oil gathering and purchasing company with more than $1 billion in annual sales. He later sold the company to Wesray Capital Corporation. Following the sale of JM Petroleum Corporation, Mr. Musselman assembled an influential investor coalition that secured the first Class 1 horserace license in the Dallas/Fort Worth area. After the license award, he led the design, construction and initial operation of the Lone Star Park racetrack facility in Grand Prairie, Texas. Mr. Musselman began his career practicing law at Strother, Davis, Musselman and Hill, with responsibility for oil and gas financing. He is a graduate of Duke University and the University of Texas School of Law.
W. Richard Anderson, 65
Since 2015, Mr. Anderson has been Chief Executive Officer of SOMA Oil and Gas, with exploration license interests in deep water, offshore Somalia. Mr. Anderson has over 40 years experience in the financial aspects of energy related companies, and started his career in audit with Pricewaterhouse Coopers, followed by 16 years as a managing and tax partner of Hein & Associates LLP focused on mergers and acquisitions, cross-border transactions and numerous initial and secondary public offerings. From December 1998 to August 2007, he was President and Chief Executive Officer of Prime Natural Resources, Inc. an independent oil and gas exploration and production company, active in the U.S., South America and Kurdistan. From 2008 to 2015 he was Chief Financial Officer of Eurasia Drilling Company Ltd (LSE:EDCL), a large oil and gas drilling company in Russia. Mr. Anderson led the company in various executive and director capacities from its initial public offering in 2007 to a privatization in 2015. For the past 25 years, Mr. Anderson has also been a Director of various public companies in the energy, exploration and resource extraction industries, assisting companies with initial public offerings and debt issuances, sourcing of other third party financing, reorganizations, trade sales, pay outs of special dividends, issuing special awards to management teams and conducting internal investigations with the assistance of outside counsel and forensic accountants. His involvement has frequently been on Audit Committees and as Chairman of the Audit Committee. From April 2014 to April 2019 he has served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LON: GMS); from August 2008 to the present as a Director of Eurasia Drilling Company Limited and member of the Audit Committee (LON: EDCL) and from December 2013 to the present as a Director of SOMA Oil and Gas. Mr. Anderson’s professional qualifications include membership in the AICPA, Texas Society of Certified Public Accountants, Houston Chapter of Texas Society of CPAs and the Society of Exploration Geophysicists. Mr. Anderson graduated from the University of Colorado, magna cum laude, in 1978 and then obtained a masters in taxation from the University of Denver in 1985.
Germán Curá, 56
Mr. Curá is a member of the Board of Directors of Tenaris (NYSE:TS), a global manufacturer of steel pipes, mainly to the energy industry and also holds the position of Vice Chairman of the Board of Tenaris, since 2018. He served as president of Tenaris’ operations in North America from 2006 to 2018. He was first employed by Siderca, an Argentine subsidiary of Tenaris, in 1988. Previously, he served as Siderca’s exports director, Tenaris’ Mexican subsidiary Tamsa’s exports director and commercial director , sales and marketing manager of Tenaris’s Middle East subsidiary, president of Algoma Tubes, president and Chief Executive Officer of Maverick Tubulars and president and Chief Executive Officer of Hydril, director of the Oilfield Services global business unit and Tenaris commercial director. He was also a member of the board of directors of American Petroleum Institute (API) from 2008 to 2009 and currently serves as a member of the board of directors of the American Iron and Steel Institute (AISI) since 2018 and of Deep Ocean AS, a Norway based subsea construction company since 2018. He holds a degree in Marine Engineering from the Instituto Tecnológico de Buenos Aires and an M.B.A. from the Massachusetts Institute of Technology.
Maurice Dijols, 68
Mr. Dijols has been with Schlumberger (NYSE:SLB) for 34 years, most recently serving as the President of Russia Operations from 2003 to 2011. As President of North Central Europe & the Commonwealth of Independent States (“CIS”) of Schlumberger Sema from 2001 to 2003, he provided strategic direction for Schlumberger’s business operations in France, Switzerland, Belgium, UK, Ireland, Germany, Netherlands, Scandinavia, Eastern Europe and the CIS. Previously Mr. Dijols held a variety of executive positions, including Chief Information Officer of Schlumberger Limited; as the President of Schlumberger Oilfield Services North and South America. Prior to this, he held senior executive positions with Schlumberger Oilfield Services, including President of Wireline & Testing, Personnel Director for Oilfield Services and President of Wireline & Testing Operations in North America. From June 2015, he has been the Chairman of The Supervisory Board at Petro Welt Technologies AG (C.A.T. Oil AG) . Previous non-executive Director positions include: Eurasia Drilling Company from 2011 to 2015, Ruspetro PLC from 2013 to 2016, Bashneft from 2015 to 2016 and IG Seismic Services Limited from 2012 to 2016. He is a graduate of the Ecole d’Ingenieurs de Marseille and the Ecole Superieure d’Electricite de Paris.
John Wu, 49
Mr. Wu is a seasoned entrepreneur and alternative investment executive with over twenty years of experience investing in technology, media, telecom, and FinTech companies. He has a track record in long/short equity investing in developed and emerging markets. In addition, he has experience investing in macro assets as well as structuring derivative products and developing risk management tools. From 2018 to 2019 he was an officer of Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG), a blank check company which in July 2019 consummated its initial business combination with Hawk Parent Holdings, LLC, or Repay, an omnichannel payments technology provider for approximately $580.7 million in total consideration, following which Thunder Bridge changed its name to Repay Holdings Corporation, and its common stock and warrants began trading on the Nasdaq Stock Market, and current Chief Investment Officer of Thunder Bridge Acquisition II, Ltd. (NASDAQ:THBR), a blank check company which in August 2019 completed its initial public offering for $345 million in aggregate proceeds deposited into its trust account, and is in the process of searching for an initial business combination. Currently, Mr. Wu is Chief Executive Officer of Trellis Software a SaaS company in the alternatives space, as well as an officer of Thunder Bridge Acquisition II, Ltd, a blank check company currently in registration which will seek an initial business combination in the financial services industry. From 2018 to 2019, Mr. Wu served as the Chief Executive Officer of the Digital Assets Group of SharesPost, overseeing its expansion into digital securities and building an ecosystem around its technology and compliance platform. SharesPost provides global liquidity for private growth company securities, allowing issuers and investors to use its existing Alternative Trading System to invest and trade in aftermarket digital securities in compliance with U.S. laws and regulations. Mr. Wu also serves as the Chief Executive Officer and Portfolio Manager of SEGO, LLC, a family office investment firm, since 2014. Previously, Mr. Wu was Managing Partner and Founder of Sureview Capital, a global multisector long-short equity hedge fund, from 2010 to 2014. While at Sureview Capital, he secured a strategic investment from The Blackstone Group and raised approximately $400 million in AUM from global institutions. Immediately prior to forming Sureview, Mr. Wu was at Kingdon Capital, a long-short hedge fund, from 2004 to 2010. At Kingdon, he was a Portfolio Manager, responsible for investing in a cross-section of industries within technology, media, telecom, consumer discretionary, business services, and FinTech. Mr. Wu was a Portfolio Manager of Weiss Multi-Strategy Advisers LLC, an asset management firm, from 2015 to 2017. Mr. Wu started his hedge fund career in 1992 at Tiger Management where he spent four years as a macro analyst and trader. He received an M.B.A. from Harvard Business School and a B.S. in Economics from Cornell University.
Abdel Badwi, 73 [Appointed 7/7/20]
Mr. Badwi, served a non-executive director, from September 2014 to December 2017, and president, chief executive officer and director, from December 2017 to March 2019, of Kuwait Energy Plc, a private oil and gas company with operations in Egypt, Iraq and Yemen, where he lead the re-organization the company and selling it. From November 2015 to October 2017, Mr. Badwi served as executive chairman of the board of directors of GrowMax Resources Corp. (TSX-V), an exploration and production company with assets in Argentina and mining and fertilizer operations in Peru, where he lead the re-structuring of the company, sold their assets in Argentina to fund its mining activities in Peru. From November 2007 to March 2013, Mr. Badwi served as president and chief executive officer, from March 2013 to September 2016 as vice chairman of the board of directors of Bankers Petroleum Ltd. (TSX) with operations in Albania and selling it. From January 2011 to May 2014, he served as chairman of the board of directors of Verano P1 Energy, a private oil and gas company in Colombia, where he assisted in the acquisition of exploration acreage and selling the company. Mr. Badwi holds a B.Sc. in Geology & Chemistry from the University of Alexandria, Egypt.