SES Holdings to list on NYSE via combination with Ivanhoe Capital Acquisition Corp.

SES Holdings Pte. Ltd., Singapore, a world leader in the development and manufacturing of high-performance hybrid Lithium-Metal (Li-Metal) rechargeable batteries for electric vehicles (“EVs”), has entered into a definitive agreement for a business combination with Ivanhoe Capital Acquisition Corp., (NYSE: IVAN), a publicly-listed special purpose acquisition company (SPAC).

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.

Upon completion of the proposed transaction, the combined company will operate under the SES name and be listed on the New York Stock Exchange under the ticker symbol “SES”.

The transaction values the combined company at a pro forma implied equity value of approximately $3.6 billion (inclusive of a $300 million earn-out) with total expected gross proceeds of $476 million (assuming no redemptions by Ivanhoe’s public shareholders). Including expected transaction proceeds and existing cash on SES’s balance sheet, SES is expected to have over $600 million of cash at transaction close, which will help fund the company’s future growth and transition into its commercialization phase in 2025.

Founded in 2012 as a spin-out company of the Massachusetts Institute of Technology, SES operates two battery-prototyping facilities in the U.S. and China. The company’s hybrid Li-Metal battery is expected to enable the next generation of high-range and affordable EVs. The hybrid Li-Metal approach provides the superior energy density of Li-Metal via the proven manufacturing efficiencies of lithium-ion batteries.

SES’s hybrid Li-Metal batteries use a high-energy-density Li-Metal anode, a protective anode coating, a proprietary high-concentration solvent-in-salt liquid electrolyte, and artificial intelligence (“AI”) safety features that allow for greater performance and manufacturing efficiencies than today’s all-solid-state Li-Metal batteries. SES entered into its joint development agreement with Hyundai and Kia in May 2021 to develop “A-Sample” Li-Metal batteries for Hyundai’s EVs. This followed the March 2021 announcing of a joint development agreement with General Motors, a supporter of SES since 2015, to deliver a high-performance “A-Sample” Li-Metal EV battery at a new pre-production manufacturing facility in the Boston, Massachusetts area.

“We are excited to announce our partnership with Ivanhoe and Robert Friedland, both to debut as a public company and to build a long-term sustainable battery ecosystem for the auto industry,” said Dr. Qichao Hu, SES Founder and CEO. “SES’s Li-Metal battery performance has been verified by two independent third-party testing facilities, and multiple automakers. Our battery performance is industry-leading under the full range of automotive operating environment and temperature, and is capable of delivering energy density of 400 Wh/kg with fast charge capability up to 80% in less than 15 minutes while meeting cycle life and safety requirements for electric vehicles. Our partnerships with world-class automakers like General Motors, Hyundai and Kia will further accelerate the commercialization of our technology, and position our company to emerge as the leading Li-Metal battery supplier to more global automakers starting in 2025,” added Dr. Hu.

“We are pleased to partner with SES, and have been extremely impressed by its talented team and its superior technical, academic and manufacturing expertise,” said Robert Friedland, Ivanhoe’s Founder, Chairman and Chief Executive Officer. “As part of our diligence, we retained several of the world’s leading battery advisors to assess SES’s approach to Li-Metal batteries as well as commissioning independent third-party testing of the performance of its technology. As a result of our review, we concluded that SES’s approach to Li-Metal batteries has led to it being the most competitive industry player today when measured by performance. This, together with its overall economics and wide-scale commercialization plan with key automakers, means that SES is the only next generation battery technology company that will be successful in commercializing its batteries by the middle of the decade. It provides an incredibly attractive opportunity for the industry and our stakeholders to play a key role in the generation defining electrification revolution now underway.”

Transaction Summary

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.

All existing SES equity holders will roll all their equity holdings into the combined company. The boards of directors of both SES and Ivanhoe have unanimously approved the proposed business combination, which is expected to be completed in the third or fourth quarter of 2021 subject to, among other things, the approval by Ivanhoe’s shareholders and the satisfaction or waiver of other customary closing conditions. Investors in the PIPE transaction include Koch Strategic Platforms, Hyundai Motor Company, Geely Holding Group, Kia Corporation, General Motors, LG Technology Ventures, Vertex Ventures, Foxconn, SAIC Motor, Fidelity Investments Canada ULC (certain funds), and Franklin Templeton.

Advisors

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.

About SES

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.

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