Nikola (NKLA) Announces Extension of Exchange Offer to Acquire Romeo Power (RMO) Common Stock

September 27, 2022 8:01 AM EDT

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Nikola Corporation (Nasdaq: NKLA) ("Nikola"), a provider of zero-emissions transportation and energy infrastructure solutions, today announced that Nikola has extended its exchange offer (the "Offer") to purchase all outstanding shares of common stock of Romeo Power, Inc. (NYSE: RMO) ("Romeo") until midnight, Eastern Time, at the end of October 12, 2022.

Nikola and Romeo jointly announced that the companies entered into a definitive agreement for this all-stock transaction on August 1, 2022. Under the terms of the merger agreement, Romeo stockholders will receive 0.1186 of a share of Nikola common stock for each Romeo share, representing an equity value of approximately 4.5% pro forma ownership of Nikola.

On August 29, 2022, Nikola commenced, through a wholly-owned subsidiary, an exchange offer to purchase all outstanding shares of common stock of Romeo. The Offer was previously scheduled to expire at midnight, Eastern time, at the end of September 26, 2022. The Offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). All other terms and conditions of the Offer will remain unchanged during the extended period.

Continental Stock Transfer & Trust, the exchange agent for the Offer, has advised Nikola that as of midnight, Eastern Time, on September 26, 2022, the last business day prior to the announcement of the extension of the Offer, approximately 70 million shares of Romeo common stock had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 37.65% of outstanding shares of Romeo common stock. A minimum of 50.1% of outstanding Romeo common stock must be validly tendered for the Offer to be completed, or approximately 22.96 million additional shares. Romeo stockholders who have previously tendered their shares do not need to re-tender their shares or take any other action as a result of the extension of the Offer.

The deadline to tender shares is midnight, Eastern Time, at the end of October 12, 2022, unless extended further. If less than a majority of the outstanding shares of Romeo common stock are tendered, the Offer cannot be completed by Nikola.

The Information Agent for the exchange offer is Alliance Advisors. Stockholders should contact Alliance Advisors with any questions or to request documents and assistance at (855) 643-7453 (Romeo stockholders call toll-free) or (973) 873-7700 (bankers and brokers call collect), or email at [email protected]. Stockholders who own shares of Romeo common stock through a broker, dealer, commercial bank, trust company or other nominee, can tender their shares by instructing such broker or other nominee promptly to allow sufficient time to tender before the deadline.

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