Item 8.01 Other Events.
Director Proposal
As described in greater detail in the proxy statement of European Sustainable
Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands
("EUSG"), and prospectus of ADS-TEC Energy PLC, an Irish public limited company
duly incorporated under the laws of Ireland ("Irish Holdco"), dated December 7,
2021, and filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission ("SEC") on December 7, 2021
(the "Proxy Statement/Prospectus"), EUSG will hold an extraordinary general
meeting of its shareholders on December 21, 2021, to vote on certain proposals
relating to the contemplated business combination (the "Business Combination")
described in the Proxy Statement/Prospectus and related proposals, including a
proposal to elect five directors to the board of directors of Irish Holdco to
serve until their successors are duly elected and qualified (the "Director
Proposal").
The additional disclosures contained below are being filed in response to the
Institutional Shareholder Services Inc. ("ISS") Proxy Report regarding the
Director Proposal.
Supplement to the Proxy Statement/Prospectus
ISS, a proxy advisory firm that offers proxy voting recommendations to
institutional investors, issued a report dated December 14, 2021 recommending
that shareholders vote against various proposals relating to the Business
Combination, including the election of Bazmi Husain as a director of Irish
Holdco. ISS's report indicated that its recommendation was based in part on the
fact that Bazmi Husain would serve as a non-independent member of certain key
board committees upon consummation of the Business Combination.
As detailed below, the ISS position is flawed and the boards of directors of
EUSG and Irish Holdco believe that Mr. Husain is an independent director.
Nasdaq listing rules provide that a director of a company will not be considered
independent if such director (i) was employed by such company any time during
the past three years or (ii) accepted or has a family member who accepted any
compensation from such company in excess of $120,000 during any 12-month period
within the three years preceding the determination of independence. As disclosed
in the Proxy Statement/Prospectus, Mr. Husain currently serves as an advisor for
EUSG but is not, and has not during the past three years been, employed by EUSG
or Irish Holdco. In addition, Mr. Husain has not received any compensation in
connection with his service as advisor to EUSG.
For the foregoing reasons, we believe that Mr. Husain is independent and ISS's
recommendation is unwarranted. We urge you to vote FOR the proposal to approve
Mr. Husain as a director of Irish Holdco. If you previously submitted your proxy
or voting instructions and do not wish to change your vote, no further action is
required by you at this time. EUSG encourages all stockholders who have not yet
voted to do so before the extraordinary general shareholders meeting by
following the instructions contained in the Proxy Statement/Prospectus. As
further described in the Proxy Statement/Prospectus, you may vote by internet or
by mail. Internet voting for stockholders will be available 24 hours a day and
will close at 11:59 p.m., Eastern Standard Time, on December 20, 2021. You may
also vote by internet during the virtual special meeting using the instructions
included in the Proxy Statement/Prospectus.
Chief Marketing Officer
On December 15, 2021, Elaine Grunewald, a member of EUSG's board of directors,
notified Irish Holdco that she was declining the offer to serve as chief
marketing officer of Irish Holdco and chief executive officer of ads-tec Energy,
Inc., Irish Holdco's wholly-owned U.S. subsidiary ("ADSE US") in order to pursue
other opportunities. Irish Holdco is conducting a search for another candidate
to serve as chief executive officer of ADSE US. Irish Holdco does not currently
intend to find a replacement to serve as chief marketing officer of Irish
Holdco.
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of Section 27A
of the Securities Act, and Section 21E of the Exchange Act. All statements,
other than statements of present or historical fact included herein, regarding
the proposed merger of European Sustainable Growth Acquisition Corp., an
exempted company incorporated in the Cayman Islands with limited liability under
company number 367833 ("EUSG") into EUSG II Corporation, an exempted company
incorporated in the Cayman Islands with limited liability under company number
379118 ("EUSG II") and the proposed acquisition of the shares of ads-tec Energy
GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart
Local Court under HRB 762810 ("ADS-TEC Energy") by ads-tec Energy plc, an Irish
public limited company duly incorporated under the laws of Ireland and a wholly
owned subsidiary of EUSG ("Irish Holdco"), Irish Holdco's and EUSG's ability to
consummate the transaction, the expected closing date for the transaction, the
benefits of the transaction and Irish Holdco's future financial performance
following the transaction, as well as Irish Holdco's and EUSG's strategy, future
operations, financial position, estimated revenues, and losses, projected costs,
prospects, plans and objectives of management are forward looking statements.
When used herein, including any oral statements made in connection herewith, the
words "outlook," "believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "approximately," "predicts," "intends," "plans,"
"estimates," "anticipates," the negative of such terms and other similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current expectations and
assumptions about future events and are based on currently available information
as to the outcome and timing of future events. Except as otherwise required by
applicable law, Irish Holdco and EUSG disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date
hereof. Irish Holdco and EUSG caution you that these forward-looking statements
are subject to risks and uncertainties, most of which are difficult to predict
and many of which are beyond the control of Irish Holdco and EUSG. These risks
include, but are not limited to, (1) the inability to complete the transactions
contemplated by the proposed business combination; (2) the inability to
recognize the anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, and the ability of the
combined business to grow and manage growth profitably; (3) risks related to the
rollout of ADS-TEC Energy's business and expansion strategy; (4) consumer
failure to accept and adopt electric vehicles; (5) overall demand for electric
vehicle charging and the potential for reduced demand if governmental rebates,
tax credits and other financial incentives are reduced, modified or eliminated;
(6) the possibility that ADS-TEC Energy's technology and products could have
undetected defects or errors; (7) the effects of competition on ADS-TEC Energy's
future business; (8) the inability to successfully retain or recruit officers,
key employees, or directors following the proposed business combination; (9)
effects on Irish Holdco's public securities' liquidity and trading; (10) the
market's reaction to the proposed business combination; (11) the lack of a
market for Irish Holdco's securities; (12) Irish Holdco's financial performance
following the proposed business combination; (13) costs related to the proposed
business combination; (14) changes in applicable laws or regulations; (15) the
possibility that the novel coronavirus ("COVID-19") may hinder ADS-TEC Energy's
and EUSG's ability to consummate the business combination; (16) the possibility
that COVID-19 may adversely affect the results of operations, financial position
and cash flows of ADS-TEC Energy, Irish Holdco or EUSG; (17) the possibility
that ADS-TEC Energy or EUSG may be adversely affected by other economic,
business, and/or competitive factors; and (18) other risks and uncertainties
indicated from time to time in documents filed or to be filed with the U.S.
Securities and Exchange Commission (the "SEC") by EUSG. Should one or more of
the risks or uncertainties described herein and in any oral statements made in
connection therewith occur, or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those expressed in any
forward-looking statements. Additional information concerning these and other
factors that may impact Irish Holdco's and EUSG's expectations and projections
can be found in EUSG's initial public offering prospectus, which was filed with
the SEC on January 22, 2021. In addition, EUSG's periodic reports and other SEC
filings are available publicly on the SEC's website at http://www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed business combination or otherwise, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Business Combination and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.
A full description of the terms of the proposed business combination is provided
in the registration statement on Form F-4 filed with the SEC by Irish Holdco (as
amended from time to time, the "Registration Statement") that includes a
prospectus with respect to the Irish Holdco securities to be issued in
connection with the business combination and a proxy statement with respect to
the shareholder meeting of EUSG to vote on the business combination. The
Registration Statement was declared effective by the SEC on December 7, 2021 and
the definitive proxy statement/prospectus has been mailed to EUSG's
shareholders. Investors and security holders of EUSG are urged to read the proxy
statement/prospectus and documents incorporated by reference therein before
making any voting or investment decision with respect to the proposed business
combination because they contain important information about the business
combination and the parties to the business combination. Investors and
shareholders will be able to obtain free copies of the materials filed by Irish
Holdco and EUSG with the SEC at the SEC's website at www.sec.gov.
Participants in the Solicitation
Irish Holdco, EUSG, Bosch Thermotechnik GmbH, ADS-TEC Holding GmbH, and their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the shareholders of EUSG in connection with the
proposed transaction. You can find more information about EUSG's directors and
executive officers in EUSG's initial public offering prospectus, which was filed
with the SEC on January 22, 2021, and its Forms 10-Q filed with the SEC.
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests is included in the proxy
statement/prospectus on file with the SEC.
Shareholders, potential investors and other interested persons should read the
proxy statement/prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from the sources
indicated above.
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