Nikola Corp., a global provider of zero-emissions transportation and energy infrastructure solutions, has commenced, through a wholly owned subsidiary, an exchange offer to purchase all outstanding shares of common stock of Romeo Power. On Aug. 1, Nikola and Romeo jointly announced they had entered into a definitive agreement for this all-stock transaction.

Under the terms of the agreement, Romeo stockholders will receive 0.1186 of a share of Nikola common stock for each Romeo share, representing an approximate 4.5% pro forma ownership of Nikola. The proposed exchange ratio represents an approximately 34% premium to Romeo’s July 29, 2022, closing share price.

Upon the successful completion of the offer, a newly formed subsidiary of Nikola will be merged into Romeo, and any remaining shares of Romeo common stock that were not tendered in the exchange offer will be canceled and converted into the right to receive the same consideration as provided for in the exchange offer.