Item 7.01 Regulation FD Disclosure.
As previously disclosed, on November 18, 2020, CIIG Merger Corp. (the
"Registrant" or "CIIG"), Arrival S.à r.l., a limited liability company (société
à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg
(the "Company" or "Arrival"), Arrival Group, a newly-formed joint stock company
(société anonyme) governed by the laws of the Grand Duchy of Luxembourg
("Holdco" or "Arrival Group") and ARSNL Merger Sub Inc., a newly-formed Delaware
corporation ("Merger Sub") entered into a Business Combination Agreement (the
"Business Combination Agreement"), pursuant to which (i) the existing ordinary
and preferred shareholders of the Company have each concurrently entered into
separate exchange agreements to contribute their respective equity interests in
the Company to Holdco in exchange for ordinary shares of Holdco ("Holdco
Ordinary Shares") (the "Share Exchanges") and (ii) following the Share
Exchanges, Registrant will merge with and into Merger Sub and all shares of CIIG
common stock will be exchanged for Holdco Ordinary Shares (together with the
Share Exchanges, the "Transactions"). Upon consummation of the Transactions
contemplated by the Business Combination Agreement, the Company and the
Registrant will become direct wholly-owned subsidiaries of Holdco.
On December 1, 2020, the Company distributed a newsletter to certain investors
and potential investors who had previously signed up for newsletter
distributions. The newsletter included a link to an interview between the
Company's President and Chief Strategy Officer, Avinash Rugoobur, and Bloomberg
News. A copy of the transcript from this interview is attached hereto as
Exhibit 99.1. Such exhibit and the information set forth therein shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Item 8.01 Other Events.
Item 7.01 is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the Transactions, Arrival Group is expected to file a
registration statement on Form F-4 with the SEC that will include a proxy
statement of CIIG that will also constitute a prospectus of Arrival Group. CIIG
and Arrival Group urge investors, stockholders and other interested persons to
read, when available, the Form F-4, including the preliminary proxy
statement/prospectus and amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed transaction,
as these materials will contain important information about Arrival Group,
Arrival, CIIG and the proposed transaction. Such persons can also read CIIG's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a
description of the security holdings of CIIG's officers and directors and their
respective interests as security holders in the consummation of the proposed
transaction. When available, the definitive proxy statement/prospectus will be
mailed to CIIG's and Arrival's stockholders. Stockholders will also be able to
obtain copies of such documents, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to: CIIG Merger Corp., 40 West
57th Street, 29th Floor, New York, NY 10019 or Arrival S.à r.l., 1, rue
Peternelchen, L-2370 Howald, Luxembourg.
Participants in Solicitation
CIIG, Arrival Group and Arrival and their respective directors, executive
officers and other members of their management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies of CIIG's
stockholders in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names, affiliations
and interests of CIIG's directors and executive officers in CIIG's Annual Report
on Form 10-K for the fiscal year ended December 31, 2019, which was filed with
the SEC on March 27, 2020. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies of CIIG's
stockholders in connection with the proposed transaction will be set forth in
the proxy statement/prospectus for the proposed transaction when available.
Information concerning the interests of CIIG's participants in the solicitation,
which may, in some cases, be different than those of CIIG's equity holders
generally, will be set forth in the proxy statement/prospectus relating to the
proposed transaction when it becomes available.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws, including statements
regarding the benefits of the proposed transaction, the anticipated timing of
the proposed transaction, the products offered by Arrival and the markets in
which it operates, and Arrival Group's projected future results. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions. Such statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and are based on management's belief or interpretation of
information currently available. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including, but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of CIIG's
securities, (ii) the risk that the transaction may not be completed by CIIG's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by CIIG, (iii) the failure to
satisfy the conditions to the consummation of the Transactions, including the
adoption of the Business Combination Agreement by the stockholders of CIIG and
Arrival, the satisfaction of the minimum trust account amount following
redemptions by CIIG's public stockholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction, (v) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Business Combination Agreement, (vi) the impact of
COVID-19 on Arrival's business and/or the ability of the parties to complete the
Transactions; (vii) the effect of the announcement or pendency of the
Transactions on Arrival's business relationships, performance, and business
generally, (viii) risks that the Transactions disrupt current plans and
operations of Arrival and potential difficulties in Arrival employee retention
as a result of the Transactions, (ix) the outcome of any legal proceedings that
may be instituted against Arrival Group, Arrival or CIIG related to the Business
Combination Agreement or the Transactions, (x) the ability to maintain the
listing of CIIG's securities on the NASDAQ Stock Market, (xi) the price of
CIIG's and the post-combination company's securities may be volatile due to a
variety of factors, including changes in the competitive and highly regulated
industries in which Arrival operates, variations in performance across
competitors, changes in laws and regulations affecting Arrival business and
changes in the combined capital structure, (xii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Transactions, and identify and realize additional opportunities, (xiii) the risk
of downturns and the possibility of rapid change in the highly competitive
industry in which Arrival operates, (xiv) the risk that Arrival and its current
and future collaborators are unable to successfully develop and commercialize
Arrival's products or services, or experience significant delays in doing so,
(xv) the risk that the post-combination company may never achieve or sustain
profitability; (xvi) the risk that the post-combination company will need to
raise additional capital to execute its business plan, which may not be
available on acceptable terms or at all; (xvii) the risk that the
post-combination company experiences difficulties in managing its growth and
expanding operations, (xviii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations; (xix) the
risk that the utilization of Microfactories will not provide the expected
benefits due to, among other things, the inability to locate appropriate
buildings to use as Microfactories, Microfactories needing a larger than
anticipated factory footprint, and the inability of Arrival to deploy
Microfactories in the anticipated time frame; (xx) the risk that the orders that
have been placed for vehicles, including the order from UPS, are cancelled or
modified; (xxi) the risk of product liability or regulatory lawsuits or
proceedings relating to Arrival's products and services; (xxii) the risk that
Arrival is unable to secure or protect its intellectual property; and (xxiii)
the risk that the post-combination company's securities will not be approved for
listing on the NASDAQ Stock Market or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of CIIG's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, the registration statement on Form F-4 and proxy statement/prospectus
discussed above and other documents filed by CIIG from time to time with the
SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and Arrival Group, Arrival and CIIG
assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Neither Arrival Group, Arrival nor CIIG gives any assurance that either Arrival
Group, Arrival or CIIG will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Transactions and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of CIIG, Arrival or Arrival Group, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or exemptions therefrom.
PRIIPs / Prospectus Regulation /IMPORTANT - EEA AND UK RETAIL INVESTORS
The Holdco Ordinary Shares to be issued by Arrival Group in the Transactions are
not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the EEA
or in the UK. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where
that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (this Regulation together with any implementing measures in any member
state, the "Prospectus Regulation"). Consequently, no offer of securities to
which this announcement relates, is made to any person in any Member State of
the EEA which applies the Prospectus Regulation who are not qualified investors
for the purposes of the Prospectus Regulation, is made in the EEA and no key
information document required by Regulation (EU) No. 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Holdco Ordinary Shares or
otherwise making them available to retail investors in the EEA or in the UK will
be prepared and therefore offering or selling the Holdco Ordinary Shares or
otherwise making them available to any retail investor in the EEA or in the UK
may be unlawful under the PRIIPs Regulation.
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