Hyliion, a developer of electrified powertrain solutions for Class 8 commercial vehicles, announced it intends to merge with Tortoise Acquisition, a publicly traded special purpose acquisition company with a strategic focus on the energy sector and decarbonizing commercial transportation in North America.
Upon the closing of the transaction, the combined entity will be named Hyliion Holdings and remain on the New York Stock Exchange under the new ticker symbol “HYLN.”
Hyliion, founded in 2015, says the merger will drive its corporate expansion and further the development and commercialization of its powertrain solutions, with the support of the company’s network of industry partners.
“We are building solutions that are available today and address the immediate needs of today’s trucking fleets,” says Thomas Healy, Hyliion CEO and founder.
“Hyliion’s solutions were specifically developed to utilize existing infrastructure in an effort to support rapid technology deployment. Our mission is to enable our fleet customers to quickly realize lower carbon emissions and significantly lower cost of ownership benefits provided by our technology,” Healy says.
“Over the past 15 months since our IPO, we have evaluated more than 200 companies looking for the ideal opportunity where our expertise and capital could be the catalyst needed to unlock the full potential of a high-growth business,” said Vince Cubbage, CEO and chairman, Tortoise Acquisition.
“We found that exceptional company with Hyliion—with a market-disruptive business plan, transformational product and remarkable founder and CEO. We are honored that they made us a part of their team and are looking forward to helping them deploy their sustainable, electrified trucking solutions to significantly reduce emissions and contribute to a cleaner energy future,” Cubbage says.
Healy will continue as CEO of the combined company, overseeing the implementation of Hyliion’s corporate strategy. He is joined by Hyliion’s executive team: Patrick Sexton, chief technology officer; Greg Van de Vere, chief financial officer; and Michael Camp, chief operating officer. The company’s board will include existing members from Hyliion and Tortoise Acquisition, including Cubbage, Stephen Pang, managing director and portfolio manager, Tortoise Capital Advisors; Ed Olkkola, managing director, Teakwood Capital; Howard Jenkins, former chairman and CEO, Publix Super Markets; and others to be added at a later date, the company says.
The pro forma implied market capitalization of the combined company is over $1.5 billion, at the $10 per share PIPE subscription price and assuming no public shareholders of Tortoise Acquisition exercise their redemption rights. The company will receive $560 million of proceeds from an upsized $325 million PIPE, along with cash held in trust assuming no public shareholders of Tortoise Acquisition exercise their redemption rights at closing.
These funds will be used to accelerate product commercialization, product production, operational growth and for general corporate purposes. The boards of directors of both Tortoise Acquisition and Hyliion unanimously approved the transaction. Completion of the proposed transaction is subject to customary closing conditions and is expected to be completed around the end of the third quarter of 2020. All existing shareholders and investors will continue to hold their equity ownership, including Dana, Sensata Technologies, Sumitomo Corporation of Americas, Axioma Ventures, FJ Management, New Era Capital Partners, Colle Capital Partners and others.