PROPOSED BUSINESS COMBINATION: Microvast, Inc.
ENTERPRISE VALUE: $2.403 billion
ANTICIPATED SYMBOL: MVST
Tuscan Holdings Corporation proposes to combine with Microvast, Inc., a leading global provider of next-generation battery technologies for commercial and specialty vehicles. The combined company will be named Microvast Holdings, Inc., and is expected to be listed on the Nasdaq Stock Market under the new ticker symbol “MVST.”
Microvast, founded in Houston in 2006, develops disruptive battery technologies for commercial and specialty vehicles, with research and development and production capabilities that span battery materials, multiple battery cell chemistries, modules and packs. The Company’s lower-cost batteries are designed specifically for commercial electric vehicles (EVs) that feature best-in-class fast-charging capabilities, high energy density, significantly longer cycle life and proven safety performance. Microvast’s batteries are now integrated in almost 30,000 vehicles, running in 160 cities in 19 countries, for a total of over 3.8 billion miles traveled on its batteries to date.
Microvast’s battery solutions are powered by its broad, proprietary intellectual property portfolio that spans all four major battery components and is fully owned and protected by more than 550 patents. Due to its highly differentiated, vertically integrated R&D and industrialization system, we believe Microvast delivers faster product development, tighter cost control and greater customization to its customers than does its competitors. As a result, the Company is supported by marquee customer partnerships with industry leaders, including CNH Industrial, Oshkosh Corporation and a leading German luxury sports car company, among others, as well as R&D partnerships with BMW, the United States Council for Automotive Research and Argonne National Laboratory.
Microvast focuses on commercial vehicles such as light, medium and heavy-duty trucks, vans, buses, trains, automated guided vehicles, port equipment and mining trucks. Currently, this is generating a robust, and probability weighted, pipeline estimated at $4.1 billion through 2025, and signed contracts with total value of over $1.5 billion through 2027.
The transaction reflects an implied equity value of the combined company of $3 billion, based on current assumptions, with a $10.00 per share PIPE subscription price.
The transaction is supported by strategic partner Oshkosh Corporation as well as funds and accounts managed by BlackRock, Koch Strategic Platforms and InterPrivate Investment Partners.
Upon closing, the combined company will receive up to $822 million in cash, comprised of an oversubscribed $540 million PIPE and up to $282 million in cash held in trust by Tuscan, assuming no redemptions by THCB stockholders.
- $540 million PIPE
- $482,500,000.00, representing 48,250,000 Subscription Shares at a price of $10.00 per share.
- 55 million PIPE shares which includes 6.7 million bridge investor shares
- Bridge notes that are exchangeable for Tuscan shares at closing consist of two tranches:
- $25M of new shares would be issued at $8.00
- $32.5M of new shares would be issued at $9.00
- The transaction is supported by strategic partner Oshkosh Corporation as well as funds and accounts managed by BlackRock, Koch Strategic Platforms and InterPrivate Investment Partners.
- 20 million shares with a vesting price of $18.00
- (a) Following the Closing, if during the period commencing on the Closing Date and ending on the third anniversary thereof (the “Earn Out Period”) the Parent VWAP is greater than or equal to $18.00 over any 20 Trading Days within any 30-consecutive Trading Day Period (a “Triggering Event”), then within five Business Days after the occurrence of such Triggering Event, Parent shall issue or cause to be issued to the Company Holders, 20,000,000 validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Earn Out Shares”).
- (b) If a Change of Control of Parent occurs during the Earn Out Period that will result in the holders of Parent Common Stock receiving a per share price equal to or in excess of $18.00, then, immediately prior to the consummation of such Change of Control, all of the Earn Out Shares shall be issued and allocated as set forth on the Merger Consideration Allocation Schedule, and the holders of such Earn Out Shares shall be eligible to participate in such Change of Control.
NOTABLE CONDITIONS TO CLOSING
- The Available Cash being at least equal to $250,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Company will pay a termination fee in the amount of $63,000,000 (the “Termination Fee”), in the event that:
- (a) (i) The Merger Agreement is terminated
- (x) by the Company or Parent, if the Closing did not occur prior to the Termination Date,
- (y) by Parent if (1) the Company failed to deliver the Company Stockholder Approval to Parent within 24 hours after the execution of the Merger Agreement (the Company Stockholder Approval was delivered on February 1, 2021), or (2) there has been a breach of, or (in the case of representations and warranties) inaccuracy in, any representation, warranty, covenant or agreement of the Company set forth in the Merger Agreement, in each case as set forth above;
- (ii) a bona fide Company Acquisition Proposal has been made, proposed or otherwise communicated to the Company in writing after the date of the Merger Agreement; and
- (iii) within six months of the date the Merger Agreement is terminated, the Company enters into a definitive agreement with respect to such Company Acquisition Proposal; or
- (b) (i) The Merger Agreement is terminated
- (x) by Parent if the Company Board or a committee thereof, prior to obtaining the Company Stockholder Approval, shall have made a Company Adverse Recommendation Change (the Company Stockholder Approval was obtained on February 1, 2021) or
- (y) by the Company, if at any time prior to receiving the Company Stockholder Approval, the Company enters into a Company Acquisition Agreement (the Company Stockholder Approval was obtained on February 1, 2021).
- (a) (i) The Merger Agreement is terminated
- Barclays and Houlihan Lokey are acting as financial advisors to Microvast.
- Shearman & Sterling LLP is acting as legal advisor to Microvast.
- Morgan Stanley & Co. LLC is acting as financial advisor to Tuscan.
- EarlyBirdCapital, Inc. is acting as capital markets advisor to Tuscan.
- InterPrivate Capital is acting as strategic advisor to Tuscan.
- Greenberg Traurig LLP is acting as legal advisor to Tuscan.
- Graubard Miller is acting as special SPAC counsel to Tuscan.
- Morgan Stanley & Co. LLC is acting as sole placement agent for the PIPE financing.
- Davis Polk & Wardwell LLP is acting as legal advisor to Morgan Stanley & Co. LLC.
MANAGEMENT & BOARD
Stephen A. Vogel, 69
Chairman & Chief Executive Officer
Mr. Vogel has over 40 years of operating and private equity experience. He has served as General Partner of Vogel Partners, LLP, a private investment firm, since 1996. Since May 2018, he has served as President of Twelve Seas Investment Company, a blank check company seeking to consummate an initial business combination, and has served as a director since June 2018. From December 2016 until February 2018, Mr. Vogel was Executive Chairman of Forum Merger Corporation, a blank check company that completed its initial public offering in April 2017. Forum completed its initial business combination in February 2018 with C1 Investment Corp. and in connection with the consummation of the business combination changed its name to ConvergeOne Holdings, Inc. (NASDAQ: CVON). Mr. Vogel began his career in 1971 as President, Chief Executive Officer and co-founder of Synergy Gas Corp., a retail propane distribution company. After selling Synergy Gas Corp. to Northwestern Corp. in 1995, Mr. Vogel co-founded EntreCapital Partners, a private equity firm that focused on companies facing operational or management challenges, and served until 1999. Additionally, he was a venture partner at EnerTech Capital Partners, an energy focused venture capital firm, from 1999 to 2002, and an operating partner at Tri-Artisan Capital Partners, LLC, an investment bank, from 2004 to 2006. Mr. Vogel also served as Chief Executive Officer of Grameen America, a not-for-profit organization that provides microloans to low-income borrowers in the United States, from 2008 to 2013. He was on the board of Netspend (NASDAQ: NTSP), a leader for prepaid stored value platforms, from 2011 to 2013. Mr. Vogel was a member of the Board of Trustees at Montefiore Medical Center and Children’s Hospital for over 20 years and served on the Board of Trustees at Lighthouse International, a non-profit organization. Mr. Vogel is a past Trustee of the Horace Mann School and previously served on the Board of Directors of the National Propane Gas Association. Mr. Vogel received a BS degree from Syracuse University School of Management.
Ruth Epstein, 56
President, Chief Financial Officer & Director
Ms. Epstein has over 25 years’ experience providing financial and strategic advisory services to companies across a wide range of mature and emerging growth industries. She has also been an active investor in, and advisor to, companies operating in the legal cannabis industry. In 2017, she founded, and has since served as a Partner of, BGP Advisors LLC, a financial and strategic advisory firm providing consulting and management services to companies in the emerging legal cannabis industry. In 2018, Ms. Epstein served as Chief Financial Officer and Chief Operating Officer of Treez, Inc., California’s leading provider of point of sale and retail management solutions to cannabis dispensaries. From 2014 through February 2017, Ms. Epstein served as Senior Vice President of Business Development for Holt Media Companies. From 2009 to 2013, Ms. Epstein served as Chief Operating Officer for Arjewel Partners, LLC/ Bigelow Capital, LP, a long-short hedge fund. Prior to 2009, Ms. Epstein raised an independent film fund and served as Executive Producer on several independent feature films. She began her career at Goldman, Sachs & Co. in the Investment Banking Division. During her ten-year tenure with Goldman, Ms. Epstein served as Vice President in Corporate Finance, working on numerous IPOs, debt and equity offerings and M&A transactions. Ms. Epstein received a BA in Economics with Highest Honors from Wesleyan University and a MBA from Harvard Business School with First Year Honors.
Board of Directors
Stefan M. Selig, 55
Mr. Selig is the founder and Managing Partner of BridgePark Advisors LLC, a firm formed in January 2017 which provides personalized strategic advice on a broad range of critical business and financial issues and transaction execution. Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the U.S. Travel and Tourism Advisory Board, sat on the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the President’s Advisory Council on Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America Merrill Lynch beginning in 1999, including being the Executive Vice Chairman of Global Corporate & Investment Banking from 2009 to 2014, and prior to that, he was Vice Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions. Mr. Selig currently serves on the board of directors of Simon Property Group, Inc., Entercom Communications Corp. and Safehold Inc. Mr. Selig received an MBA from Harvard Business School and a BA from Wesleyan University.
Richard O. Rieger, 61
Mr. Rieger has over 33 years of investment experience. Since January 2016, he has served as the President of Inkblot Capital, LLC, which is a family office. Prior to this, Mr. Rieger was a Principal, Member of the Executive Committee and Co-Chief Investment Officer of Kingdon Capital Management LLC (“Kingdon”) from 1992 to September 2014 and then served as a consultant to Kingdon until December 2015. He joined Kingdon in December 1992 as a Portfolio Manager and was named Co-Director of Domestic Equity Research in March 1995 and the Chief Investment Officer in May 2002. From January 1992 to December 1992, Mr. Rieger worked as a securities Analyst and a Portfolio Manager for Glickenhaus & Co., an investment manager. Prior to this, Mr. Rieger served as an Analyst for several investment firms, including Ladenburg Thalmann & Co. Inc., Allen & Company and Sloate, Weisman, Murray & Co. Mr. Rieger is on the Photography Committee at the Museum of Modern Art and the Investment Committee of Ethical Cultural Fieldston School. He previously served on the board of the University Settlement House in New York City and was a trustee at the Ethical Cultural Fieldston School and the Rippowam Cisqua School in Bedford NY. Mr. Rieger received a BA from the University of Michigan.
Amy Butte, 51
Ms. Butte has significant experience in leading and advising companies through the IPO process. She spearheaded two public offerings as Chief Financial Officer, including the public offering of the New York Stock Exchange in 2006. She has served as a Board Member and Audit Chair for Digital Ocean Inc., a high-growth technology company, since 2018 and an Independent Director, Audit Chair and Risk Committee member for BNP Paribas USA, Inc., an entity created to ensure compliance with Dodd-Frank regulations, since 2016. She has also served as an advisor to the Long Term Stock Exchange, Inc., a Silicon Valley led start up creating a vision and market place for long-terminvestors, issuers, and leaders, and Carbon38, Inc., an online athleisure destination, each since 2015, and previously served as an advisor to other start-up companies. Previously, she was an Independent Director for the Fidelity Investments Strategic Advisors Funds (2011 to 2017), a Board Member for Accion International, a global microfinance organization (2008 to 2016) and the founder of a finch startup, TILE Financial (2008 to 2012). From 2002 to 2008, Ms. Butte was CFO and Strategist for the Financial Services Division of Credit Suisse First Boston, Inc., CFO and Executive Vice President at the NYSE, and CFO of Man Financial, Inc. Between 1996 and 2002, Ms. Butte was an equity research analyst at Merrill Lynch & Co. and Bear Stearns & Co., where she took part in multiple capital markets transactions. Ms. Butte received an MBA from Harvard Business School and a BA from Yale University.
Holly Zimmerman, 52 [Resigned 6/15/20]
Ms. Zimmerman brings over twenty years of experience in finance with significant expertise in consumer-facing industries across various stages of growth. Since November 2017, Ms. Zimmerman has served as a Managing Director at XRC Labs, a venture capital firm that sources and accelerates companies in the consumer and retail industries. From 2013 to November 2017, Ms. Zimmerman served as a Managing Director and Sector Head of the Consumer Group at Golden Seeds, an investment firm that has invested over $110 million in over 150 women-led enterprises. From 2004 to 2012, Ms. Zimmerman managed her family office where she was an active investor in, and advisor to, several private companies. From 1994 to 2003, Ms. Zimmerman was an Equity Analyst at Citigroup, Lehman Brothers and Jennison Associates. Ms. Zimmerman was consistently recognized by Institutional Investors’ All American Research Team in both consumer products and technology sectors. She was ranked No. 1 in four categories throughout her analyst career, including Cosmetics and Personal care (96-98), Household Products (96-98), Internet (01-02) and E-Commerce (2000-2002). From 1992 to 1994, Ms. Zimmerman was a consultant at McKinsey & Company. Ms. Zimmerman received a B.S. in Economics from the University of Illinois and an M.B.A. from Harvard Business School. Prior to graduating from Harvard, she held positions in Brand Management at Procter & Gamble and in Mergers & Acquisitions at First Boston.