SAN FRANCISCO–(Enterprise WIRE)–Tempo Automation, (“Tempo” or the “Company”), a top software-accelerated electronics company, and ACE Convergence Acquisition Corp. (“ACE”) (Nasdaq: ACEV), a specific purpose acquisition organization, introduced today that the Firm has secured an combination theory amount of $200 million from the issuance of 13.00% (for each annum payable semi-every year, 8.00% in funds furthermore 5.00% in variety) Convertible Senior Notes due in 2025 (the “Notes”). The $200 million aggregate principal volume of the Notes is composed of a $175 million investment decision from funds managed by Oaktree Capital Administration, L.P. (“Oaktree”), a foremost world wide alternate financial commitment administration agency, and $25 million from an expenditure associate of ACE as a replacement for a formerly declared expense, for a full of $175 million of new financing. The Notes are anticipated to fund concurrently with the closing of the proposed company blend of Tempo and ACE (the “Proposed Small business Combination”).
As earlier introduced on October 14, 2021, Tempo and ACE, a special objective acquisition company focusing on industrial and enterprise IT, together with ACE Convergence Subsidiary Corp., entered into an agreement and approach of merger relating to the Proposed Business Combination. On the closing of the Proposed Organization Combination, which is matter to the fulfillment or waiver of the circumstances said in the merger settlement and other customary closing ailments, the put together entity is expected to be renamed “Tempo Automation Holdings, Inc.” and shares of its common inventory are anticipated to trade on The Nasdaq Stock Marketplace LLC (“Nasdaq”) underneath the ticker symbol “TMPO”. Tempo and ACE now hope the transaction to be closed, topic to respective shareholder approvals, in Q1 or Q2 2022. The $175 million of new funding will swap the existing $54 million in net proceeds from the previously declared senior phrase personal debt facility. Which includes this new financing from Oaktree and the previously introduced funding from ACE’s affiliate marketers (which is remaining changed by the aforementioned financial investment from an expense companion of ACE), the organization will have much more than $500 million in proceeds, assuming no redemptions in connection with the closing of the Proposed Organization Mixture.
The supplemental funding from Oaktree even more strengthens the roster of main investors supporting the closing of Tempo’s Proposed Business Blend. These financial investment funds are envisioned to speed up Tempo’s potential to electrical power innovation with transformative software and production capabilities.
“We know that Oaktree has a high bar for the high quality of firms it invests in,” explained Joy Weiss, President and Chief Government Officer of Tempo. “We are energized to have Oaktree’s endorsement of Tempo’s enterprise option and glance ahead to collaborating with them on realizing its total opportunity.”
About Tempo Automation
Tempo is a top software program-accelerated electronics maker, reworking the way best firms innovate and provide new items to current market. Tempo’s special automatic production platform optimizes the complex method of printed circuit board production to produce unmatched good quality, pace and agility. The platform’s all-electronic process automation, information-pushed intelligence, and related sensible manufacturing unit create a distinctive aggressive edge for customers—to deliver tomorrow’s merchandise now. From rockets to robots, autonomous cars and trucks to drones, several of the fastest-transferring providers in industrial tech, healthcare know-how, room, and other industries husband or wife with Tempo to speed up innovation and established a new tempo for progress. Understand much more at tempoautomation.com.
Oaktree is a leader among worldwide investment supervisors specializing in different investments, with $158 billion in belongings underneath management as of Sept. 30, 2021. The organization emphasizes an opportunistic, price-oriented and risk-managed approach to investments in credit rating, personal fairness, real belongings and listed equities. The agency has about 1,000 staff members and workplaces in 19 cities around the globe. For supplemental info, remember to pay a visit to Oaktree’s web-site at http://www.oaktreecapital.com.
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) is a $230 million special reason acquisition enterprise concentrating on industrial and organization IT and semiconductors. For extra details, remember to pay a visit to: http://acev.io/.
Citigroup International Marketplaces Inc. is performing as exclusive monetary advisor to Tempo, and Latham & Watkins LLP is performing as its legal counsel. Jefferies LLC is distinctive economical advisor and money marketplaces advisor to ACE, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its authorized counsel. Citigroup International Marketplaces Inc. and Jefferies LLC acted as joint placement agents to ACE on the PIPE transaction. Cantor Fitzgerald & Co. also served as a capital markets advisor and Northland Securities, Inc. is also serving as money advisor to ACE. Stroock & Stroock & Lavan LLP is acting as authorized counsel to Oaktree.
This push release consists of specified forward-searching statements inside of the meaning of the federal securities rules with respect to the Proposed Company Combination amongst Tempo Automation, Inc. (collectively with its subsidiaries and professional forma for its acquisition of Compass AC Holdings, Inc. and Whizz Methods, Inc., “Tempo”), and ACE Convergence Acquisition Corp. (“ACE”), including statements with regards to the gains of the Proposed Business enterprise Mix, the expected timing of the Proposed Business Combination, the providers offered by Tempo and the markets in which it operates, and Tempo’s projected future results. These ahead-searching statements commonly are identified by the words and phrases “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will carry on,” “will possible consequence,” and identical expressions. Forward-on the lookout statements are predictions, projections and other statements about upcoming occasions that are based on present expectations and assumptions and, as a result, are subject to dangers and uncertainties that could induce the genuine benefits to differ materially from the expected effects. Many things could cause genuine upcoming activities to differ materially from the forward-looking statements in this document, which includes but not limited to: (i) the chance that the Proposed Business enterprise Blend may well not be finished in a timely fashion or at all, which may possibly adversely influence the price tag of ACE’s securities, (ii) the possibility that the acquisition by Tempo Automation, Inc. of each of Compass AC Holdings, Inc. and Whizz Devices, Inc. may not be accomplished in a timely method or at all, (iii) the possibility that the Proposed Business enterprise Mix may possibly not be completed by ACE’s organization mixture deadline and the prospective failure to get hold of an extension of the business enterprise mix deadline if sought by ACE, (iv) the failure to satisfy the conditions to the consummation of the Proposed Small business Blend, together with the receipt of the requisite approvals of ACE’s shareholders and Tempo’s stockholders, respectively, the gratification of the least rely on account amount of money subsequent redemptions by ACE’s public shareholders and the receipt of selected governmental and regulatory approvals, (v) the deficiency of a third party valuation in deciding whether or not to go after the Proposed Business enterprise Blend, (vi) the incidence of any party, adjust or other circumstance that could give increase to the termination of the arrangement and system of merger, (vii) the result of the announcement or pendency of the Proposed Small business Combination on Tempo’s enterprise associations, efficiency, and business enterprise usually, (viii) hazards that the Proposed Enterprise Combination disrupts latest plans of Tempo and prospective problems in Tempo staff retention as a consequence of the Proposed Company Mixture, (ix) the result of any lawful proceedings that could be instituted towards Tempo or versus ACE relevant to the agreement and program of merger or the Proposed Organization Combination, (x) the capability to preserve the listing of ACE’s securities on The Nasdaq Inventory Current market LLC, (xi) the cost of ACE’s securities may well be risky thanks to a wide variety of things, which include alterations in the competitive and extremely regulated industries in which Tempo designs to operate, versions in effectiveness across competitors, adjustments in guidelines and laws influencing Tempo’s business and adjustments in the merged cash framework, (xii) the ability to employ enterprise strategies, forecasts, and other expectations soon after the completion of the Proposed Small business Combination, and establish and realize more chances, (xiii) the hazard of downturns in the highly competitive sector in which Tempo operates, (xiv) the effects of the world wide COVID-19 pandemic, (xv) the enforceability of Tempo’s mental house, such as its patents, and the opportunity infringement on the intellectual home rights of others, cyber protection pitfalls or prospective breaches of details stability, (xvi) the means of Tempo to safeguard the intellectual residence and private details of its clients, (xvii) the danger of downturns in the really aggressive additive production industry, and (xviii) other dangers and uncertainties explained in ACE’s registration statement on Variety S-1 (File No. 333-239716), which was at first submitted with the U.S. Securities and Trade Fee (the “SEC”) on July 6, 2020 (as amended, the “Form S-1”), and Yearly Report on Form 10-K for the fiscal year finished December 31, 2020, filed with the SEC on March 17, 2021 and subsequently amended on Could 6, 2021, and on December 13, 2021 (the “Form 10-K”), and its subsequent Quarterly Reports on Variety 10-Q. The foregoing checklist of aspects is not exhaustive. These forward-looking statements are offered for illustrative needs only and are not intended to serve as, and must not be relied on by buyers as, a warranty, an assurance, a prediction or a definitive statement of point or likelihood. You need to thoroughly contemplate the foregoing components and the other pitfalls and uncertainties explained in the “Risk Factors” segment of the Sort S-1, the Variety 10-K, Quarterly Experiences on Variety 10-Q, the Registration Statement (as described underneath), the proxy statement/prospectus contained therein, and the other documents submitted by ACE from time to time with the SEC. These filings detect and handle other vital hazards and uncertainties that could bring about precise gatherings and outcomes to differ materially from individuals contained in the ahead-seeking statements. These pitfalls and uncertainties may perhaps be amplified by the COVID-19 pandemic, which has caused major economic uncertainty. Ahead-on the lookout statements speak only as of the day they are designed. Viewers are cautioned not to set undue reliance on ahead-on the lookout statements, and Tempo and ACE presume no obligation and do not intend to update or revise these forward-seeking statements, whether or not as a result of new details, long run occasions, or if not, other than as required by securities and other relevant regulations. Neither Tempo nor ACE gives any assurance that either Tempo or ACE, respectively, will reach its expectations.
Added Details and Where to Locate It
ACE has filed a registration statement on Sort S-4 (the “Registration Statement”) with the SEC, which involves a preliminary proxy assertion/prospectus of ACE, and particular related paperwork, to be utilised at the meeting of its shareholders to approve the Proposed Small business Mixture and associated matters. Soon after the Registration Statement has been submitted and declared efficient, ACE will mail a definitive proxy assertion, when accessible, to its shareholders. The Registration Assertion includes info with regards to the individuals who may well, less than SEC policies, be deemed contributors in the solicitation of proxies to ACE’s shareholders in link with the Proposed Enterprise Combination. ACE may well also file other paperwork relating to the Proposed Enterprise Combination with the SEC. Just before generating any voting determination, buyers and stability holders of ACE and Tempo are urged to study the Registration Assertion, the proxy statement/prospectus contained therein, and all other relevant paperwork filed or that will be filed with the SEC in link with the Proposed Small business Blend as they turn out to be obtainable for the reason that they will incorporate crucial info about the Proposed Small business Mix.
Investors and stability holders will be in a position to receive no cost copies of the proxy assertion/prospectus and all other suitable paperwork submitted or that will be filed with the SEC by ACE through the web site maintained by the SEC at www.sec.gov. In addition, the documents filed by ACE may possibly be attained no cost of cost from ACE’s website at http://acev.io/ or by prepared ask for to ACE at ACE Convergence Acquisition Corp., 1013 Centre Highway, Suite 403S, Wilmington, DE 19805.
Members in the Solicitation
ACE and Tempo and their respective administrators and officers might be deemed to be contributors in the solicitation of proxies from ACE’s shareholders in relationship with the Proposed Business Mix. Info about ACE’s directors and government officers and their ownership of ACE’s securities is set forth in ACE’s filings with the SEC, such as the Variety 10-K. To the extent that holdings of ACE’s securities have transformed due to the fact the amounts printed in the Type 10-K, this sort of alterations have been or will be mirrored on Statements of Transform in Ownership on Form 4 filed with the SEC. Added details about the passions of all those folks and other persons who may well be considered contributors in the Proposed Company Combination may well be attained by studying the proxy assertion/prospectus concerning the Proposed Company Mix. You may possibly get hold of totally free copies of these documents as described in the previous paragraph.
This press launch shall not represent a proxy statement or solicitation of a proxy, consent or authorization with regard to any securities or in respect of the Proposed Company Mix. This push launch shall also not constitute an supply to provide or a solicitation of an supply to get any securities of ACE, the blended firm or Tempo, nor shall there be any sale of securities in any state or jurisdiction in which these kinds of offer, solicitation or sale would be illegal prior to registration or qualification below the securities guidelines of any these types of state or jurisdiction. No featuring of securities shall be created besides by usually means of a prospectus meeting the specifications of Area 10 of the Securities Act of 1933, as amended.