CITIC Capital (CCAC) Shareholders Approve Quanergy Deal

CITIC (NYSE:CCAC) announced this afternoon that its shareholders have approved its combination with lidar-maker Quanergy in a special meeting held this morning.

A total of 23,993,179, or 69.55%, of the company’s issued and outstanding ordinary shares were present either in person or by proxy at today’s meeting.  Although CITIC’s 8-K filing did not disclose redemption amounts, it traded below its trust value throughout its redemption deadline January 27, and fell 8.03% today, closing at $7.56. However, the SPAC is making a bit of a comeback in after hours trading, up by 4.5% to $7.90.

In mid-December, the SPAC announced that it agreed to additional financing that brought in as much as $125 million in new money. CITIC signed a share subscription facility with Global Emerging Markets Group (GEM), which works similarly to a delayed-action PIPE. GEM will be issued with warrants at close to purchase up to 2.5% of the company’s common stock at $10 per share, but Quanergy will control the timing and amounts of each GEM conversion up to $125 million with no minimum drawdown.

This added to the $40 million PIPE CITIC initially arranged and the $276 million from its current trust, pending redemptions. This new financing was designed to act as a tool for working capital over its 36-month term. But, if counted towards the deal’s $175 million minimum cash condition, it would help bring the SPAC close to fully covering it, if it were fully drawn upon.

CITIC expects to close the deal shortly, and the combined company will trade on the NYSE under the symbol “QNGY”.

The parties initially announced their $1.1 billion deal on June 22. Sunnyvale, California-based Quanergy is developing next-generation lidar arrays for the automotive and industrial automation space to be used for both navigation and imaging purposes.

ADVISORS

• Credit Suisse Securities (USA) LLC is serving as capital markets advisor to CCAC and sole placement agent on the PIPE offering.
• Raymond James & Associates, Inc. is serving as financial advisor to Quanergy.
• Cooley LLP is serving as legal advisor to Quanergy.
• White & Case LLP is serving as legal advisor to CCAC.
• Davis Polk & Wardwell LLP is serving as legal counsel to Credit Suisse Securities (USA) LLC.