Kirkland & Ellis advised Poema Global Holdings Corp. Winston & Strawn represented the joint placement agents, Citibank and UBS, on the PIPE offering in connection with the combination agreement.
Gogoro® Inc. (“Gogoro” or the “Company”), a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, and Poema Global Holdings Corp. (Nasdaq: PPGH; “Poema Global”), a publicly traded special purpose acquisition company, have announced a definitive agreement for a business combination that would result in Gogoro becoming a publicly listed company. The combined company will focus on accelerating the global expansion of Gogoro’s unique and proven subscription-based battery swapping service along with its electric vehicle and component sales business. Upon the transaction closing, the combined company will be named Gogoro Inc. and will be listed on the Nasdaq under the ticker symbol “GGR.”
The Gogoro Poema Global business combination sets Gogoro’s enterprise value at $2.35 billion. The business combination is expected to provide approximately $550 million in proceeds to Gogoro’s balance sheet including an oversubscribed PIPE over $250 million and $345 million currently held in trust by Poema Global. The PIPE is backed by strategic partners including Hon Hai (Foxconn) Technology Group and GoTo Group, the largest technology group in Indonesia, vehicle partners, and new and existing financial investors including Generation Investment Management, Taiwan’s National Development Fund, Temasek and founding investor, Dr. Samuel Yin of Ruentex Group.
Current Gogoro shareholders are rolling 100% of their equity and will hold majority ownership of the combined company at closing. Cash proceeds raised in connection with the transaction will primarily be used to fund geographic expansion and operations, continued research and development, and for general corporate purposes.
The Kirkland team was led by transactional partners Jesse Sheley (Picture), Gary Li, Joseph Raymond Casey and Ram Narayan and capital markets partner Steve Lin. The team also included transactional registered foreign lawyers Liang Zheng and Leo Zhou, capital markets partner Louis Rabinowitz and associate Olivia Wang, tax partners Mike Carew, Dean Shulman and Donald Rocap and associate Nicholas Warther, technology & IP transactions partners Jeffery Norman and Min Wang and associate Payton McCoy, government, regulatory & internal investigations partners Cori Lable and Yue Qiu, executive compensation partner Rob Fowler and associates Katherine Baker and Chelsea Bedotto, and antitrust & competition partner Annie Herdman.
The Winston & Strawn team included Michael J. Blankenship, John P. Niedzwiecki, Luisa F. Patoni and Ben D. Smolij.
Involved fees earner: Katherine Baker – Kirkland & Ellis; Chelsea Bedotto – Kirkland & Ellis; Mike Carew – Kirkland & Ellis; Joseph Casey – Kirkland & Ellis; Robert Fowler – Kirkland & Ellis; Annie Herdman – Kirkland & Ellis; Cori Lable – Kirkland & Ellis; Gary Li – Kirkland & Ellis; Steve Lin – Kirkland & Ellis; Payton McCoy – Kirkland & Ellis; Ram Narayan – Kirkland & Ellis; Jeffery Norman – Kirkland & Ellis; Yue Qiu – Kirkland & Ellis; Louis Rabinowitz – Kirkland & Ellis; Donald Rocap – Kirkland & Ellis; Jesse Sheley – Kirkland & Ellis; Dean Shulman – Kirkland & Ellis; Olivia Wang – Kirkland & Ellis; Min Wang – Kirkland & Ellis; Nicholas Warther – Kirkland & Ellis; Liang Zheng – Kirkland & Ellis; Leo Zhou – Kirkland & Ellis; Michael Blankenship – Winston & Strawn; John Niedzwiecki – Winston & Strawn; Luisa Patoni – Winston & Strawn; Ben Smolij – Winston & Strawn;