NIO Inc., a pioneer and a leading company in the premium smart electric vehicle market, has announced that it has entered into a share subscription agreement with CYVN Holdings L.L.C (“CYVN Holdings”), through its affiliate CYVN Investments RSC Ltd (the “Investor” or “CYVN”), an investment vehicle based in Abu Dhabi, pursuant to which CYVN will invest an aggregate of US$2.2 billion in cash to subscribe for 294,000,000 newly issued Class A ordinary shares of the Company at a per share purchase price of US$7.50.
As previously announced, in July 2023 the Company received a US$738.5 million strategic equity investment from CYVN. Additionally, CYVN acquired certain Class A ordinary shares of the Company from an affiliate of Tencent Holdings Ltd. for an aggregate consideration of US$350 million. Following the completion of the December Investment Transaction, CYVN will beneficially own approximately 20.1% of the Company’s total issued and outstanding shares.
The December Investment Transaction is subject to customary closing conditions and the closing is expected to take place in the final week of December. The share issuance is conducted as a private placement in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to be exempt from registration. The Investor and the Company are both subject to certain lock-up arrangements for a period of six (6) months following closing of the December Investment Transaction.
Upon closing of the December Investment Transaction, CYVN will be entitled to nominate two directors to the Company’s board of directors so long as it continues to beneficially own no less than 15% of the Company’s outstanding share capital. If CYVN beneficially owns less than 15% but more than 5% of the Company’s outstanding share capital, it will be entitled to nominate one director to the Company’s board of directors. Such appointment will be subject to the requirements of applicable laws, regulations, listing rules and the Company’s articles of association.
NIO and CYVN, and their affiliates, will continue to work jointly to pursue strategic and technology collaborations in international markets following the closing of the December Investment Transaction.
“We are deeply inspired by CYVN’s vision to accelerate the global transition to a more sustainable future, and we appreciate its endorsement of NIO’s unique values. With the enhanced balance sheet, NIO is well prepared to sharpen brand positioning, bolster sales and service capabilities, and make long-term investment in core technologies to navigate the intensifying competitive landscape, while continually improving execution efficiency and system capabilities,” said William Bin Li, founder, chairman and chief executive officer of NIO. “We are confident that NIO will further solidify its leading position in the transformation of the automotive industry.”
“Our increased investment in NIO represents a continuation of our ongoing strategy to build a leading global portfolio in the mobility space,” said Jassem Al Zaabi, Chairman and Managing Director of CYVN Holdings. “This transaction demonstrates our confidence in NIO’s unique positioning and competitiveness in the global smart EV industry. We are excited to be a long-term strategic partner of NIO and support its efforts in product innovation, technological breakthroughs and international market expansion.”