REE Announces Proposed Public Offering of Ordinary Shares
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REE Automotive's announcement of a public offering to sell Class A ordinary shares is a strategic move to raise capital. The decision to grant the underwriter a 20-day option for an additional 15% to cover over-allotments indicates a safeguard against potential excess demand, which is a common practice in public offerings. This offering could dilute existing shareholders but also provides the company with necessary funds for working capital and general corporate purposes.
Investors should note that the involvement of M&G Investment Management Limited signals institutional interest, which can be a positive indicator of market confidence. However, their non-binding intent to purchase shares adds an element of uncertainty to the final outcome. The role of Roth Capital Partners as the sole book-running manager suggests a targeted approach to the offering, which might appeal to specific investors.
The use of net proceeds for continued product development and commercialization is crucial as it underlines the company's focus on growth and expansion in the automotive industry. This could potentially increase the company's long-term value, but investors should be mindful of the risks associated with the development phase of any technology company.
The electric vehicle (EV) sector is experiencing significant growth and REE Automotive's offering is indicative of the capital-intensive nature of the industry. The company’s focus on product development and commercialization is aligned with the need to stay competitive in a rapidly evolving market. However, investors should consider the market conditions, as they can greatly affect the success of the offering. The timing of the offering, market sentiment and investor appetite for EV stocks are crucial factors.
Additionally, the filing of a preliminary prospectus supplement is a regulatory step that provides transparency and detailed information to potential investors. The effectiveness of the shelf registration statement on Form F-3 indicates that the company had planned this move well in advance, which can be seen as a sign of strategic foresight.
The offering is being conducted under an effective shelf registration statement, which allows for a more expedited process of selling securities over a given period. This flexibility is beneficial for the company as it can time the market to its advantage. The SEC's role in declaring the registration effective ensures that the company has met all necessary regulatory requirements, providing a layer of investor protection.
It's important for potential investors to review the preliminary prospectus supplement and the accompanying prospectus, along with any incorporated documents, to understand the risks and specifics of the offering. The legal framework surrounding public offerings is designed to maintain market integrity and protect investors, but it also imposes certain obligations on the company to report accurate and comprehensive information.
TEL AVIV, Israel, Feb. 29, 2024 (GLOBE NEWSWIRE) -- REE Automotive Ltd. (Nasdaq: REE) (“REE” or the “Company”), today announced that it has launched a public offering to offer and sell its Class A ordinary shares (the “ordinary shares”). The Company expects to grant the underwriter a 20-day option to purchase up to an additional
M&G Investment Management Limited (“M&G”) has indicated an interest in purchasing ordinary shares in the offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriter may sell more, less or no ordinary shares in this offering to M&G, or M&G may determine to purchase more, less or no ordinary shares in this offering.
Roth Capital Partners is acting as sole book-running manager for the offering.
REE intends to use the net proceeds from the offering primarily for working capital and general corporate purposes, including continued product development and commercialization.
The securities will be offered pursuant to an effective shelf registration statement on Form F-3 (File No. 333-266902), including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2022, and declared effective by the SEC on August 25, 2022. A preliminary prospectus supplement has been, or will be, filed with the SEC and, when available, copies of the preliminary prospectus supplement and accompanying base prospectus may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC's website, www.sec.gov. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About REE Automotive
REE Automotive (Nasdaq: REE) is an automotive technology company that allows companies to build electric vehicles of various shapes and sizes on their modular platforms. With complete design freedom, vehicles Powered by REE™ are equipped with the revolutionary REEcorner™, which packs critical vehicle components (steering, braking, suspension, powertrain and control) into a single compact module positioned between the chassis and the wheel. As the first company to certify a fully by-wire vehicle in the US, REE’s proprietary by-wire technology for drive, steer and brake control eliminates the need for mechanical connection. Using four identical REEcorners™ enables REE to make the industry’s flattest EV platforms with more room for passengers, cargo and batteries. REE platforms are future proofed, autonomous capable, offer a low TCO, and drastically reduce the time to market for fleets looking to electrify. To learn more visit www.ree.auto.
Caution About Forward-Looking Statements
This communication includes certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding REE or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. For example, REE is using forward looking statements when it discusses the proposed public offering, the potential participation by M&G, and the expected use of proceeds. In addition, any statements that refer to plans, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “aim” “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would”, “designed,” “target” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements in this communication may include, among other things, statements about REE’s strategic and business plans, technology, relationships and objectives, including its ability to meet certification requirements, the impact of trends on and interest in our business, or product, intellectual property, REE’s expectation for growth, and its future results, operations and financial performance and condition.
These forward-looking statements are based on REE’s current expectations and assumptions about future events and are based on currently available information as of the date of this communication and current expectations, forecasts, and assumptions. Although REE believes that the expectations reflected in forward-looking statements are reasonable, such statements involve an unknown number of risks, uncertainties, judgments, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. These factors are difficult to predict accurately and may be beyond REE’s control. Forward-looking statements in this communication speak only as of the date made and REE undertakes no obligation to update its forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect REE’s future performance and could cause actual results to differ include, but are not limited to: REE’s ability to commercialize its strategic plan, including its plan to successfully evaluate, obtain regulatory approval, produce and market its P7 lineup; REE’s ability to maintain and advance relationships with current Tier 1 suppliers and strategic partners; development of REE’s advanced prototypes into marketable products; REE’s ability to grow and scale manufacturing capacity through relationships with Tier 1 suppliers; REE’s estimates of unit sales, expenses and profitability and underlying assumptions; REE’s reliance on its UK Engineering Center of Excellence for the design, validation, verification, testing and homologation of its products; REE’s limited operating history; risks associated with building out of REE’s supply chain; risks associated with plans for REE’s initial commercial production; REE’s dependence on potential suppliers, some of which will be single or limited source; development of the market for commercial EVs; risks associated with data security breach, failure of information security systems and privacy concerns; risks related to lack of compliance with Nasdaq’s minimum bid price requirement; future sales of our securities by existing material shareholders or by us could cause the market price for the Class A Ordinary Shares to decline; potential disruption of shipping routes due to accidents, political events, international hostilities and instability, piracy or acts by terrorists; intense competition in the e-mobility space, including with competitors who have significantly more resources; risks related to the fact that REE is incorporated in Israel and governed by Israeli law; REE’s ability to make continued investments in its platform; the impact of the COVID-19 pandemic, interest rate changes, the ongoing conflict between Ukraine and Russia and any other worldwide health epidemics or outbreaks that may arise and adverse global conditions, including macroeconomic and geopolitical uncertainty; the global economic environment, the general market, political and economic conditions in the countries in which we operate; the ongoing military conflict in Israel; fluctuations in interest rates and foreign exchange rates; the need to attract, train and retain highly-skilled technical workforce; changes in laws and regulations that impact REE; REE’s ability to enforce, protect and maintain intellectual property rights; REE’s ability to retain engineers and other highly qualified employees to further its goals; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in REE’s annual report filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2023 and in subsequent filings with the SEC.
Media Contact
Malory Van Guilder
Skyya PR for REE Automotive
+1 651-335-0585
ree@skyya.com
Investor Contact
Kamal Hamid
VP Investor Relations | REE Automotive
+1 303-670-7756
investors@ree.auto
FAQ
What type of shares is REE Automotive Ltd. offering in the public offering?
Who is acting as the sole book-running manager for the offering?
What are the primary uses of the net proceeds from the offering?
Where can interested parties obtain copies of the preliminary prospectus supplement and base prospectus?
What is the purpose of the public offering announced by REE Automotive Ltd.?
