Wejo Group Limited, a global company engaged in Smart Mobility for Good™ cloud and software analytics for connected, electric and autonomous mobility, today announced that it has entered into a merger agreement with TKB Critical Technologies 1.
Manchester, UK-based Wejo combined with Virtuoso Acquisition in November 2021 at an estimated $1.1 billion pro forma equity value.
If this new deal is approved, upon closing Wejo will continue to trade on the Nasdaq.
The structure of the transaction seeks to limit TKB stockholder redemptions and maximize cash delivered to Wejo by providing TKB investors with an approximately 10% premium to the estimated cash in TKB’s trust in Wejo Holdings shares.
Certain shareholders of Wejo cumulatively representing at least 11% of Wejo’s share capital have entered into voting agreements with TKB providing that, among other things, such shareholders will vote their shares of Wejo in favor of the transaction, subject to customary exceptions. Similarly, TKB’s sponsor has entered into a voting agreement with Wejo providing that, among other things, it will vote its shares in favor of the transaction.
The deal is structured as a stock-for-stock merger, in which Wejo and TKB will become wholly owned subsidiaries of a new holding company. At closing of the transaction, each issued and outstanding share and warrant of TKB will be exchanged for the right to receive a number of Wejo Holdings common shares and warrants, based on an exchange ratio calculated by dividing $11.25 by the volume weighted average price per Wejo common share for the 15 consecutive trading days immediately preceding the second trading day prior to the date of Wejo’s shareholders’ meeting, subject to a collar. Wejo shareholders will receive equivalent shares in Wejo Holdings.
The transaction is expected to provide up to $100 million in combined cash proceeds from the funds in trust and proceeds from a PIPE to be raised prior to closing. Read more.
