7-Jan-2022 Source: Eve Urban Air Mobility
Eve UAM, LLC (“Eve”), a leader in the development of next-generation Urban Air Mobility (“UAM”) solutions, has entered into a definitive business combination agreement with Zanite Acquisition Corp. (“Zanite”) (Nasdaq: ZNTE, ZNTEU, ZNTEW), a special purpose acquisition company focused on the aviation sector. Upon closing of the transaction, Zanite will change its name to Eve Holding, Inc. (“Eve Holding”) and will be listed on the New York Stock Exchange (the “NYSE”) under the new ticker symbol, “EVEX” and “EVEXW.” Embraer S.A. (“Embraer”), 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.
Eve’s strategic partnership with Embraer is a key competitive advantage. In connection with the transaction, Embraer has contributed its UAM-related assets, employees and IP to Eve. In addition, Embraer has granted Eve a royalty-free license to Embraer’s background IP to be used within the UAM market. Eve has access to thousands of skilled Embraer employees on a flexible, first priority basis and use of Embraer’s global infrastructure on preferred terms, pursuant to the terms of certain services agreements between Embraer and Eve. The strategic alignment with Embraer provides Eve with significant cost and execution advantages relative to other UAM participants.
“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. “As a global aerospace company, with leadership position in multiple segments, we understand that innovation and technology play a strategic role in driving sustainable growth and redefining the future of aviation.”
Eve is the first company to graduate from EmbraerX, the market accelerator created in 2017 by Embraer, a global leader in the aviation industry with a more than 50-year history of aircraft manufacturing and certification expertise. With a singular focus on a potential $760 billion urban air mobility (“UAM”) addressable market, Eve has introduced a comprehensive, practical and capital efficient UAM solution spanning electric vertical takeoff and landing vehicle (“eVTOL”) design and production, service and support, fleet operations and urban air traffic management. By leveraging the ongoing support and resources of Embraer and the anticipated proceeds from the business combination, the parties to the transaction believe that Eve is uniquely positioned to develop, certify and commercialize its UAM solutions on a global scale.
“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.”
Eve has formed a powerful network of dozens of highly respected strategic partners spanning the UAM ecosystem, including fleet operators, ride sharing partners, vertiport providers, aircraft lessors, financing partners, renewable energy providers and leaders in the defense and technology sectors. From this partner network, Eve has secured launch orders from 17 customers, via non-binding letters of intent, resulting in a pipeline of 1,735 vehicles valued at approximately $5.2 billion.
The business combination values Eve at an implied $2.4 billion enterprise value. Upon closing of the transaction, and assuming no redemptions by Zanite’s stockholders, Eve will have approximately $512 million in cash, resulting in a total pro forma equity value of approximately $2.9 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 $237 million cash in trust, assuming no redemptions by Zanite’s stockholders, and a $305 million PIPE of common stock at $10.00 per share, comprised of commitments of $175 million from Embraer, $25 million from Zanite’s sponsor and $105 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 $30 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.
The transaction, which has been unanimously approved by the boards of directors of both Embraer and Zanite, is expected to close in the second quarter of 2022, subject to regulatory and stockholder approvals and other customary closing conditions.
Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Zanite with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
White & Case LLP served as legal advisor to Zanite. Jefferies LLC and BTIG, LLC served as financial advisors and capital markets advisors to Zanite. Skadden, Arps, Slate, Meagher & Flom LLP and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados served as legal advisor to Embraer and EAH. Raymond James & Associates, Inc. served as financial advisor and capital markets advisor to Eve and Banco Santander (Brasil) S.A., Banco Bradesco BBI S.A. and Banco Itaú International served as financial advisors to Eve.
Webcast and Conference Call Information
Zanite, Embraer and Eve will host a joint investor webcast and conference call to discuss the proposed business combination on Tuesday, December 21, 2021 at 8:00 am EST.
To access the call please dial +1 (412) 717-9627 / +1 (844) 204-8942, from the United States, +55 (11) 3181-8565 / +55 (11) 4090-1621, from Brazil, or +44 20 3795 9972, from UK. Participants should dial in 15 minutes before the scheduled time.
The live call and replay will also be available as a webcast, which can be accessed at Zanite’s investor site at https://www.zaniteacquisition.com/znte-i/