Merger IVAN

SES goes public via merger with Ivanhoe Capital acquisition

, SPAC research

Ivanhoe Capital Acquisition Corp.(NYSE: IVAN), today announced it has entered into a definitive agreement for a business combination with SES Holdings Pte. Ltd., the world leader in the development and manufacturing of high-performance hybrid Lithium-Metal (Li-Metal) rechargeable batteries for electric vehicles ("EVs").

SES is the world leader in development and manufacturing of high-performance Li-Metal batteries for automotive and transportation applications. Founded in 2012, SES is an integrated Li-Metal battery manufacturer with strong capabilities in material, cell, module, AI-powered safety algorithms, and recycling. Formerly known as SolidEnergy Systems, SES is headquartered in Singapore and has operations in Boston, Shanghai and Seoul.

The transaction will create the first publicly-traded hybrid Li-Metal battery company that combines the high energy density of Li-Metal with cost effective manufacturability at scale. The transaction is supported by strategic investors and global automakers that include General Motors, Hyundai Motor Company and Kia Corporation, all of which are parties to existing automotive A-sample joint development agreements ("JDA") with SES, as well as Geely Holding Group, SAIC Motor , LG Technology Ventures, and Foxconn , key global automakers and battery cell manufacturers in Asia, the world's largest EV market.

The business combination values the combined company at an implied $3.6 billion pro forma equity value, inclusive of a $300 million earn-out, at a $10.00 per share price and assuming no redemptions by Ivanhoe's public shareholders and excluding certain sponsor shares that are subject to stock price-based vesting. The combined company is expected to receive up to $476 million of gross proceeds from a combination of a fully committed common stock PIPE (private investment in public equity) offering of $200 million at $10.00 per share, along with the approximately $276 million cash held in Ivanhoe's trust account assuming no redemptions by Ivanhoe's public shareholders.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor, and White & Case LLP is serving as legal advisor to SES. Morgan Stanley & Co. LLC is serving as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe, and Kirkland & Ellis LLP is serving as legal advisor to Ivanhoe. ICR, LLC is serving as communications advisor for SES.

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