Saxon Minister of State visits ADS-TEC
Visit to production sites in Wilsdruff and Klipphausen
20. September 2021
On Tuesday, September 14, the Minister of State and Head of the Saxon State Chancellery, Oliver Schenk, visited the production sites of the ADS-TEC Group in Wilsdruff and Klipphausen.
After a short welcome, CEO Thomas Speidel presented the ADS-TEC Group and especially the development of ADS-TEC Dresden GmbH. Since 2009, the Nürtingen-based family business has been producing IT and battery storage solutions at its site near Dresden. Above all, the Minister of State was interested in the reasons for the choice of location and the framework conditions for future development.
Afterwards, the tour continued to nearby Klipphausen. The innovative storage-based fast-charging stations are manufactured in this factory, which was opened in 2020. A current topic for the Minister of State, who will change to an e-vehicle in the next few weeks.
Plant manager Dr. Branko Alfermann led the delegation through the production of ADS-TEC Energy. Near the existing plant, several thousand fast charging systems can be manufactured there annually on a hall area of around 6,000 square meters. COO Hakan Konyar informed how ADS-TEC managed to get the multi-shift operation running up within a very short time and what capacities the company has for a broad market access.
Minister of State Schenk on his visit to ADS-TEC: "It is impressive to see how ADS-TEC is developing in Saxony. Battery storage solutions and industrial IT solutions are manufactured here in Wilsdruff and at the new, state-of-the-art production site in Klipphausen. This makes future-proof jobs possible. The storage fast charging systems open opportunities for a decentralized charging infrastructure geared to real user requirements and a successful transition to CO2-free mobility.
Beyond e-mobility, battery storage solutions for self-sufficient energy supply in the mega-watt range are also becoming part of the technological standard of the future for private homes, industrial and commercial enterprises, and infrastructure solutions. It was a pleasure for me to see the dedication and modern equipment with which the manufacturing processes are designed and the commitment with which the company's bright minds are working on ideas for the digitalization of industry - such as the development of customer-specific IT/hardware products with service links that allow remote maintenance of machines. I hope and count on a good future for the company at its Saxon locations."
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the proposed merger of EUSG into EUSG II Corporation, an exempted company incorporated in the Cayman Islands with limited liability under company number 379118 (“New SPAC”) and the proposed acquisition of the shares of the Company by ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland and a wholly owned subsidiary of EUSG (“Irish Holdco”), Irish Holdco’s and EUSG’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and Irish Holdco’s future financial performance following the transaction, as well as Irish Holdco’s and EUSG’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements.
When used herein, including any oral statements made in connection herewith, the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Irish Holdco and EUSG disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Irish Holdco and EUSG caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Irish Holdco and EUSG. These risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed business combination; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) risks related to the rollout of the Company’s business and expansion strategy; (4) consumer
failure to accept and adopt electric vehicles; (5) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated; (6) the possibility that the Company’s technology and products could have undetected defects or errors; (7) the effects of competition on the Company’s future business; (8) the inability to successfully retain or recruit officers, key employees, or directors following the proposed business combination; (9) effects on Irish Holdco’s public securities’ liquidity and trading; (10) the market’s reaction to the proposed business combination; (11) the lack of a market for Irish Holdco’s securities; (12) Irish Holdco’s financial performance following the proposed business combination; (13) costs related to the proposed business combination; (14) changes in applicable laws or regulations; (15) the possibility that the novel coronavirus (“COVID-19”) may hinder the Company’s and EUSG’s ability to consummate the business combination; (16) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of the Company, Irish Holdco or EUSG; (17) the possibility that the Company or EUSG may be adversely affected by other economic, business, and/or competitive factors; and (18) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by EUSG. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Irish Holdco’s and EUSG’s expectations and projections can be found in EUSG’s initial public offering prospectus, which was filed with the SEC on January 22, 2021. In addition, EUSG’s periodic reports and other SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed business combination, Irish Holdco has confidentially submitted a draft registration statement on Form F-4 with the SEC, which draft includes a prospectus of Irish Holdco and a proxy statement of EUSG. Irish Holdco and EUSG also plan to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of EUSG. INVESTORS AND SHAREHOLDERS OF EUSG ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other
documents containing important information about Irish Holdco and EUSG once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Irish Holdco, EUSG, Bosch Thermotechnik GmbH (“Bosch”), ADS-TEC Holding GmbH (“ADSH”) and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of EUSG in connection with the proposed transaction. Information about the directors and executive officers of EUSG is set forth in EUSG’s initial public offering prospectus, which was filed with the SEC on January 22, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Irish Holdco has confidentially submitted a draft registration statement on Form F-4 and will file a registration statement on Form F-4 and the related proxy statement/prospectus with the SEC. Additionally, Irish Holdco and EUSG will file other relevant materials with the SEC in connection with the proposed merger of EUSG into New SPAC and the proposed acquisition from Bosch and ADSH of the shares of the Company by Irish Holdco. The materials to be filed by Irish Holdco and EUSG with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of EUSG are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.