Eve UAM, LLC has entered into a definitive business combination agreement with Zanite Acquisition Corp, a special purpose acquisition company focused on the aviation sector. Upon closing of the transaction, Zanite will change its name to Eve Holding, Inc. and will be listed on the New York Stock Exchange under the new ticker symbol, “EVEX” and “EVEXW.” Embraer S.A, through its subsidiary Embraer Aircraft Holding, Inc., will remain a majority stockholder with an approximately 82% equity stake in Eve Holding following the closing of the business combination, including its investment in the PIPE.
According to a company press release:
“We believe that the urban air mobility market has enormous potential to expand in the coming years based on an efficient, zero-emissions transport proposition, and that with this business combination, Eve is very well positioned to become one of the major players in this segment,” said Francisco Gomes Neto, president and CEO of Embraer. “
“The Zanite team is extremely proud to partner with Eve and Embraer in this transaction. After an extensive search, we selected Eve because of its simple and certifiable eVTOL design, its capital efficient approach to fleet operations and Embraer’s global footprint that we believe will enable Eve to not only reach vehicle type certification, but to scale its manufacturing, support and operations globally,” said Kenn Ricci, Co-CEO of Zanite and Principal of Directional Aviation Capital, a member of Zanite’s sponsor.
“Eve will be led by co-CEOs Jerry DeMuro, who most recently served as CEO of BAE Systems, Inc., and Andre Stein, who has led Eve since its inception and served in leadership roles with Embraer for more than two decades. “Urban air mobility is a transformational opportunity in the aviation sector. I joined Eve because I believe that there is no company better positioned to capitalize on the tremendous potential of this emerging market,” said Jerry DeMuro, Co-CEO. Andre Stein, Co-CEO, added, “Eve was founded on a vision to accelerate the UAM ecosystem, make safe and affordable urban air transportation available to all citizens, while reducing global carbon emissions. The transaction announced today with Zanite is a major milestone that will accelerate our strategic plan and support us in realizing our vision.”
“The business combination values Eve at an implied USD2.4 billion enterprise value. Upon closing of the transaction, and assuming no redemptions by Zanite’s stockholders, Eve will have approximately USD512 million in cash, resulting in a total pro forma equity value of approximately USD2.9 billion. Cash proceeds raised in the transaction are expected to be used to fund operations, support growth and for general corporate purposes. The proceeds will be funded through a combination of Zanite’s approximately USD237 million cash in trust, assuming no redemptions by Zanite’s stockholders, and a USD305 million PIPE of common stock at USD10.00 per share, comprised of commitments of USD175 million from Embraer, USD25 million from Zanite’s sponsor and USD105 million from a consortium of leading financial and strategic investors including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest, Inc. In connection with such commitments, Embraer has entered into arrangements with certain of such strategic investors to provide them with price protections in the amount of up to their USD30 million aggregate commitments in the form of credits for parts and services or cash in exchange for the transfer of shares to Embraer. In addition, Embraer has agreed to a three-year lockup on its rollover shares and Zanite’s sponsor has agreed to a three-year lockup on its founder shares. “
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