Tortoise Acquisition (SHLL) Now Expected To Formalize Its Merger With Hyliion on the 28th of September

Sep 8
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Tortoise Acquisition Corp. (NYSE:SHLL) – the SPAC slated to merge with Hyliion – has been a subject of intense investor frenzy for a while now. Today, the company has provided a fresh impetus to the bulls by revealing the date on which the much-anticipated merger will be approved by its shareholders.

As a refresher, Tortoise Acquisition and Hyliion – the company that designs and develops hybrid suspension systems and electrified powertrain solutions for Heavy Duty Class 8 trucks – had announced their plans to undergo a merger back in June 2020. The joint press statement at the time had revealed the following details regarding their merger agreement:

Tortoise Acquisition (SHLL) Responds To a Lawsuit by Revealing Additional Material Information Just 4 Days Ahead of the Crucial Vote by Its Shareholders To Approve the Merger With Hyliion

“The pro forma implied market capitalization of the combined company is over $1.5 billion, at the $10.00 per share PIPE subscription price and assuming no public shareholders of Tortoise Acquisition Corp. exercise their redemption rights. The company will receive $560 million of proceeds from an upsized $325 million PIPE, along with cash held in trust assuming no public shareholders of Tortoise Acquisition Corp. exercise their redemption rights at closing.”

This brings us to the crux of the matter. As per the Form DEFM14A filed by Tortoise Acquisition just moments ago, a special meeting of the shareholders is now scheduled for 09:30 a.m. ET on the 28th of September 2020. The interested shareholders may register for the event until the morning of the 23rd of September. The main purpose of the meeting is to deliberate and vote upon the merger with Hyliion:

“The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020 (the “Business Combination Agreement”), among TortoiseCorp, SHLL Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of TortoiseCorp (“Merger Sub”), and Hyliion Inc., a Delaware corporation (“Hyliion”), pursuant to which Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger as a wholly-owned subsidiary of TortoiseCorp and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement…”

Additionally, Tortoise Acquisition shareholders will also be required to vote on the following proposals:

  • To increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 250,000,000 shares
  • The issuance (or reservation for issuance in case of pre-merger options) 100,000,000 shares of Class A Common Stock in the business combination
  • NYSE Proposal (a): The issuance and sale of 30,750,000 shares of Class A Common Stock in the private offering of securities to certain investors in connection with the business combination
  • NYSE Proposal (b): The issuance and sale of 30,750,000 shares of Class A Common Stock in the private offering of securities to certain investors in connection with the business combination
  • NYSE Proposal (c): The issuance and sale of 1,750,000 forward purchase units, consisting of 1,750,000 shares of Class A Common Stock and warrants to purchase 875,000 shares of Class A Common Stock to Atlas Point Energy Infrastructure Fund
  • To consider and vote upon a proposal to approve and adopt the New Hyliion 2020 Equity Incentive Plan
  • To consider and vote upon a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders, and two directors to serve until the 2023 annual meeting of stockholders

Moreover, Tortoise Acquisition is providing the holders of shares of Class A Common Stock, originally sold as part of its IPO, the opportunity to redeem these shares for cash:

“For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of June 30, 2020, of approximately $236,643,898, the estimated per-share redemption price would have been approximately $10.16. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal.”

Tortoise Acquisition shares have registered year-to-date gains of over 400 percent. One of the most important reasons behind this bullishness is the fact that Hyliion, in direct contrast with the majority of SPAC targets currently in the market, is already generating significant revenue. As an illustration, Hyliion is expected to generate a revenue of $322 million in 2022 and a whopping $2.1 billion in revenue by 2024.

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