Merger with VectoIQ
1. Who is VectoIQ (VTIQ)?
VectoIQ is a special purpose acquisition company formed for the purpose of acquiring a business, with a focus in industrial technology, transportation and smart mobility industries.
2. Why is Nikola merging with VectoIQ’s wholly-owned subsidiary?
Nikola plans to merge with VectoIQ’s wholly-owned subsidiary, VCTIQ Merger Sub Corp., to provide capital for Nikola to execute on its zero-emission commercial vehicle transportation strategy. This transaction will also enable Nikola to be listed on the Nasdaq stock exchange.
3. When will the merger with VectoIQ close?
We expect the merger with VectoIQ to close in early June 2020.
4. What will the ticker be after the merger closes?
After the merger closes, the ticker VTIQ will change to NKLA and the ticker VTIQW will change to NKLAW. Nikola common stock and warrants will be listed on the Nasdaq.
5. What will be the name of the company after the merger?
Following the close of the merger, the combined company will be named Nikola Corporation.
6. What was the implied enterprise value of Nikola when it announced the merger with VectoIQ on March 2, 2020?
The implied enterprise value of Nikola at the time of the merger announcement was approximately $3.3 billion, or $10.00 per share.
7. If I purchase a share of VectoIQ, how many shares of Nikola will I receive at the close of the merger?
When the merger closes, shares of VectoIQ (VTIQ) will become shares of Nikola (NKLA) on a 1:1 basis (1 share of VTIQ = 1 share of NKLA).
8. Will Nikola raise additional capital in the merger?
Yes, VectoIQ and Nikola are expected to raise $525 million in a fully committed private placement at $10.00 per share from institutional investors, including Fidelity, ValueAct Spring Fund, and P. Schoenfeld Asset Management. The private placement is subject to customary closing conditions, including the completion of the merger. In addition to the net proceeds of the amount raised in the private placement, Nikola will retain cash from VectoIQ’s trust account following the merger, net of any redemptions. VectoIQ’s trust account is currently funded in the amount of approximately $238.4 million as of March 31, 2020.
9. Who will be the management team of Nikola Corporation?
Trevor Milton will be the Executive Chairman of Nikola Corporation. Mark Russell will be the President and Chief Executive Officer. Kim Brady will be the Chief Financial Officer of the combined entity.
10. How will VectoIQ be involved with the business post-close?
Stephen Girsky, the current CEO of VectoIQ, will join Nikola’s Board of Directors.
11. What percentage ownership in Nikola will the SPAC shares in VectoIQ receive?
Assuming no redemptions, current public VectoIQ shareholders will own approximately 6.4%, and VectoIQ sponsor shareholders will own approximately 1.9% of Nikola.
Post-merger, existing Nikola shareholders will own approximately 77.1%, and PIPE investors will own approximately 14.6% of Nikola.
|Shareholder Group | Number of Shares* | % Ownership*|
| Current public VectoIQ shareholders | 23.0 million | ~6.4% |
| VectoIQ sponsor shareholders | 6.6 million | ~1.9% |
| Existing Nikola shareholders | 277.0 million | ~77.1% |
| PIPE investors | 52.5 million | ~14.6% |
| **Shares Outstanding**** | **359.1 million** | **~100%** |
*Shares and percentages are approximate.
**Shares outstanding do not include warrants or employee stock options.
12. Important Information and Where to Find It:
In connection with the planned business combination between Nikola Corporation (“Nikola” or the “Company”) and VectoIQ Acquisition Corp. (“VectoIQ”) and related transactions (collectively, the “Proposed Transactions”), VectoIQ has filed a registration statement on Form S-4, including a proxy statement/prospectus/information statement (the “Registration Statement”), with the SEC and declared effective by the SEC on May 8, 2020, and has mailed a definitive proxy statement/prospectus/information statement to holders of VectoIQ’s common stock in connection with VectoIQ’s solicitation of proxies for the vote by VectoIQ’s stockholders with respect to the Proposed Transactions and other matters as described in the Registration Statement, including a prospectus relating to the offer of the securities to be issued to the Company’s stockholders in connection with the Proposed Transactions, and an information statement for Company’s stockholders regarding the Proposed Transactions. Investors and security holders and other interested parties are urged to read the definitive proxy statement/prospectus/information statement, and any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important information about VectoIQ, the Company and the Proposed Transactions. Investors and security holders may obtain free copies of the definitive proxy statement/prospectus/information statement and other documents filed with the SEC by VectoIQ through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: VectoIQ Acquisition Corp., 1354 Flagler Drive, Mamaroneck, NY 10543.
1. How do I buy Nikola stock now?
Nikola is going public through a business combination with VectoIQ. VectoIQ’s shares are publicly traded. After the transaction closes, shares of VectoIQ (VTIQ) will become shares of Nikola (NKLA) on a 1:1 basis (1 share of VTIQ = 1 share of NKLA).
2. If I buy shares of VectoIQ (VTIQ), what will the price of the shares be when they become shares of Nikola (NKLA)?
When the transaction closes, shares of VectoIQ (VTIQ) will become shares
of Nikola (NKLA) on a one for one basis. Accordingly, we expect that the
price of the shares immediately after the closing will be the same as the
market price of VTIQ shares immediately prior to the transaction closing.
3. What is the difference between VTIQ, VTIQW, and VTIQU?
VTIQ = Shares of VectoIQ common stock
VTIQW = Warrants to purchase VectoIQ common stock
VTIQU = Units of VectoIQ. Each unit represents 1 share of common stock and 1 warrant to purchase 1 share of common stock of VTIQ, (1 VTIQU = 1 VTIQ + 1 VTIQW). Upon consummation of the business combination, VectoIQ Units will automatically separate into their underlying securities, and as a result, will no longer trade as a separate security.
1. If I have 1,000 VectoIQ warrants, will I have the right to buy 1,000 shares of NKLA stock at $11.50?
Yes. The warrants that trade under the ticker VTIQW will remain outstanding following the business combination and trade under a new ticker, NKLAW (1 VTIQW = 1 NKLAW).
2. What is the strike price of the warrants?
Warrants have a strike price of $11.50 per share. Each warrant can be exercised for 1 share of VTIQ (or NKLA after the merger) at the $11.50 exercise price.
3. What is the term of the warrant?
Each warrant has a 5-year term from the closing date of the merger, subject to the company’s redemption right, which allows Nikola to redeem outstanding warrants (at the exercise price of $11.50) if its common stock trades at or above $18.00 for 20 days out of 30 trading day period ending on the third trading day prior to the date the combined company gives notice of redemption.
4. When can I exercise my warrants?
Warrants may be exercised during the exercise period. The exercise period begins 30 days after the merger has closed, and will expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.
5. How can I exercise my warrants?
Warrants may be exercised through your broker, or by contacting the warrant agent:
Continental Stock Transfer and Trust Company
One State Plaza 30th Floor
New York, New York 10004
ATTN: Compliance Department