Pontem Corp - Entered Into Non-Binding LOI That Sets Forth Preliminary Terms & Conditions Of Potential Business Combination With Established Target Co; Expects To Announce The Transaction In Q1 2023

Pontem Corporation (the “Company”) has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions of a potential business combination with an established target company (the “Target”) operating a multinational industrial technology business that serves diversified end markets. The Target, which has been in operation for almost forty years, has a blue-chip customer base and is supported by strong shareholders. The Target had approximately $1 billion in revenues in 2021. In addition, the Company has teamed up with an affiliate of a premier alternative asset manager to support the transaction, which the Company expects will increase transaction certainty.

 

The Company expects to announce the transaction in the first quarter of 2023. However, completion of the transaction is subject to, among other things, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction of the closing conditions included therein and approval of the transaction by the Company’s shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.

 

Important Information and Where to Find It

 

The Company has mailed to its shareholders of record as of December 16, 2022, a definitive proxy statement for a special meeting of shareholders (the “Extraordinary General Meeting”) to approve an extension of time for the Company to complete an initial business combination through July 15, 2023. Shareholders may also obtain a copy of the definitive proxy statement, and other documents filed with the Securities and Exchange Commission (the “SEC”), without charge, through the website maintained by the SEC at www.sec.gov.

 

If a legally binding definitive agreement is entered into, a full description of the terms of the transaction will be provided in a proxy statement for the Company’s shareholders (the “Proxy Statement”), to be filed with the SEC. The Company urges investors, shareholders and other interested persons to read, when available, the preliminary Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about the Company, the Target and the transaction. The definitive Proxy Statement will be mailed to the Company’s shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the definitive Proxy Statement, without charge, by directing a request to: Pontem Corporation, 2170 Buckthorne Place, Suite 320, Spring, Texas 77380. The preliminary and definitive Proxy Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

 

Participants in Solicitation

 

The Company and one or more of its directors, advisory board members, executive officers, Pontem LLC and HSM-Invest, under SEC rules, may be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the Extraordinary General Meeting. A list of the names of the Company’s directors, advisory board members, executive officers, Pontem LLC and HSM-Invest and a description of their respective interests in the Company is contained in the Company’s definitive proxy statement dated December 16, 2022, which was filed with the SEC and is available, without charge, through the website maintained by the SEC at www.sec.gov.