Barcelona, Spain / Amsterdam, Netherlands. 20th July, 2023. QEV Technologies, a fast-growing company specialised in electric mobility vehicles, and SPEAR Investments I, a Special Purpose Acquisition Company (SPAC) launched by AZ Capital and STJ Advisors focused on becoming a valuable partner to a fast-growing European business, are in advanced discussions on key commercial terms for a business combination that would result in the listing of QEV Technologies on Euronext Amsterdam. The business combination agreement is expected to be signed before the end of July. Upon closing of the transaction, the combined company will be named QEV N.V.
With its origins in electric motorsport, QEV Technologies has a track record of more than 10 years developing high-performance electric vehicles for third parties. In 2020, the company launched its own e-mobility division dedicated to designing and manufacturing electric commercial vehicles as well as electric buses, with a focus on B2B customers and fleet operators. Having delivered more than 250 vehicles to date, it currently has purchase orders for this to increase to 1,000 vehicles by year end, and expects to reach revenues of more than EUR 60 million in 2023. The capital that would be raised through the combination with SPEAR, if agreed upon and implemented, is expected to support the delivery of QEV Technologies’ business plan, which aims to sell around 16,000 electric vehicles by 2027.
The implied enterprise valuation of the company is 209 million euros, and to date more than EUR 20 million of capital has been committed to the proposed transaction. This figure is expected to be comprised of a combination of non-redemption agreements with SPEAR’s existing shareholders, the entry of new private investors through a PIPE (Private Investment in Public Equity) transaction, and new investment from the company’s existing investor, Inveready, a leading Spanish investment firm. The cash inflow is expected to be further increased before closing of the proposed business combination via both additional non-redemption agreements signed with SPEAR shareholders or incremental PIPE transactions.
Joan Orus, CEO of QEV Technologies, said: “This proposed business combination with SPEAR demonstrates the strength of the project driven by QEV and the market’s support for companies in the e-mobility sector which combine technology, production capacity and orders. The merger and listing on Euronext Amsterdam will allow us to take a major leap forward in sustainable mobility in Spain and Europe while further validating the re-industrialisation process at Zona Franca in Barcelona. It will also have a strong positive impact on the creation of jobs and contribute to the success of the European automotive sector.”
Jorge Lucaya, Co-CEO of SPEAR Investments and Founder of AZ Capital, stated: “As part of an intensive and thorough selection process for a suitable business combination, SPEAR has analysed several potential business combination targets. Our investment criteria included, among others, a company with its headquarters in Europe, with strong fundamentals, using technology, innovation and/or new business models to drive superior growth and profitability with limited technology or adoption risk, with a near-term path to profitability, and a company that may have strong environmental, climate and / or sustainability credentials. As a result of this selection process, the decision was made to evaluate a business combination with QEV Technologies, which meets the core criteria of the SPEAR team, in respect of which constructive discussions are well-advanced.”.
John St. John, Co-CEO of SPEAR Investments and Founder of STJ Advisors, commented: “The proposed partnership with QEV Technologies would offer the best opportunity to unlock value, and the QEV Technologies’ team is the right partner to deliver on a significant market opportunity. We would be entering into an industrial project validated by key stakeholders after an extensive tender process allowed QEV Technologies to benefit from advanced and proven manufacturing facilities at the Hub Factory, led by the company and B-Tech, and located in a strategic site in Barcelona, which is expected to start production in 2024”.
Under the terms of the proposed agreement, 100% of QEV Technologies’ existing shareholders are expected to remain invested in the company through the exchange of their shares for shares in the combined entity.
Amongst these, Inveready and GAEA Inversion, the private equity vertical of the fund management firm, are currently the largest indirect shareholders in the company and would significantly increase their initial investment in QEV that was initially made in 2021. Inveready has extensive experience in IPOs, listings and direct investment of quoted high growth companies. This was the case in the listing of MasMovil and Atrys which started in the alternative growth markets and entered the Ibex 35 and main market respectively, and with telecom operator GIGAS which has multiplied its revenues more than fivefold since their initial investment, as well as their investment in VozTelecom, acquired in a public to private transaction led by Gamma Communications, and biotech company Oryzon Genomics quoted through a dual listing on the NASDAQ.
The transaction, if agreed, would be subject to, amongst other conditions, final board approvals, the signing of the business combination agreement, and the approval of the business combination by SPEAR’s shareholders at an EGM which is expected to take place in the third quarter of 2023.
AZ Capital is acting as financial advisor, STJ Advisors is acting as capital markets adviser and Allen & Overy is acting as legal adviser to SPEAR.
JB Capital is acting as a financial advisor and Pérez-Llorca Abogados and Stibbe are acting as legal advisors to QEV Technologies.