Ad-hoc: GFJ ESG Acquisition I SE: GFJ ESG Acquisition I SE and tado GmbH executed Letter of Intent and expect to sign Business Combination Agreement; PIPE marketing process to commence
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GFJ ESG Acquisition I SE and tado GmbH executed Letter of Intent and expect to sign Business Combination Agreement; PIPE marketing process to commence
Luxembourg, January 17, 2022 - GFJ ESG Acquisition I SE (the "Company"), a Luxembourg special purpose acquisition company, has entered into a non-binding letter of intent ("LoI") for a business combination agreement (the "BCA") with tado GmbH, Munich, Germany ("tado"). tado is a European market leader for smart indoor climate management solutions and energy-saving technologies. On the basis of the BCA, the combined group would become publicly traded on the Frankfurt Stock Exchange. The transaction, as currently envisaged, will value tado with an enterprise value of approximately EUR 450 million.
The Company and tado will now start marketing the PIPE investment (private investment in public equity). Subsequently, the parties plan to sign the BCA.
In the context of the transaction, the existing shareholders of tado would transfer 100% of the outstanding equity and equity equivalents of tado to the Company in exchange for (i) new shares in the Company and (ii) a consideration in cash in an amount of up to EUR 25 million. The combined group will be listed on the Frankfurt Stock Exchange and will have a shareholder base comprised of (i) tado's existing shareholders, (ii) the Company's shareholders, and (iii) the PIPE investors.
The targeted business combination will be subject to approval by the Company's shareholders and the satisfaction or waiver of certain other customary closing conditions.
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