Herbert Smith Freehills advised Carbon Revolution on De-Spac Transaction
Herbert Smith Freehills advised Carbon Revolution on De-Spac Transaction
Herbert Smith Freehills (HSF) has counselled Carbon Revolution Limited (Carbon Revolution) for the Australian legal aspects of its proposed merger with Twin Ridge Capital Acquisition Corp and the subsequent listing of the combined entity on either the New York Stock Exchange or Nasdaq
Twin Ridge Capital Acquisition Corp is a special purpose acquisition company (SPAC) listed on the New York Stock Exchange. This transaction is only the second "de-SPAC" transaction announced with an Australian-listed company as the target, and it is scheduled to complete in the first half of 2023.
Carbon Revolution, based in Geelong, is a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fibre wheels. It is presently listed on the Australian Securities Exchange.
The company declared on November 30, 2022, that it had entered into a binding scheme implementation deed and related business combination agreement (BCA). As part of this agreement, Carbon Revolution and the SPAC (via the BCA) will be purchased by a newly established Irish company, which will be called Carbon Revolution plc.
The combined company is expected to have a post-transaction equity valuation of around $300 million.
The Herbert Smith Freehills team is led by Alex Mackinnon (partner), Michael Ziegelaar (partner), Cecilia Mehl (executive counsel), Jessica Voong (senior associate) and solicitors Nick Gillies and Bevan Wang.
The HSF team is still advising Carbon Revolution on the scheme's implementation and the Australian aspects of the larger transaction.
According to Alex Mackinnon, "We are delighted to be advising Carbon Revolution, a client we have advised since its pre-IPO raise and IPO in 2019, on this complex cross-border transaction, being only the second de-SPAC transaction for a listed company ever announced in the Australian market. We look forward to continuing to advise Carbon Revolution on the transaction."
