Nxu stockholders approve merger with Verde

Nxu and Verde Bioresins, a full-service bioplastics production, announced the approval of the merger by Nxu stockholders after completing a stockholder vote on February 11th. Verde pioneered PolyEarthylene, a proprietary bioresin that has the potential to replace traditional petroleum-based plastics and disrupt the plastics industry. Upon the closing of the Merger, assuming Nxu’s aggregate enterprise value is approximately $16.2M, pre-Merger Verde stockholders will own approximately 95% of the combined company and pre-Merger Nxu stockholders will own approximately 5% of the combined company, in each case, on a fully-diluted and as-converted basis. For purposes of determining the exchange ratio in the transaction, Verde has been ascribed an aggregate enterprise value of approximately $306.9M, and Nxu’s aggregate enterprise value will be an amount equal to approximately $16.2M less an amount equal to the excess of certain lease payments remaining unpaid at closing over Nxu’s cash balance at closing. The transaction is subject to certain closing conditions, including approval of the combined company’s common stock for listing on the Nasdaq Capital Market. Upon closing of the Merger, the board of directors of the combined company is expected to consist of six members, five of whom will be appointed by Verde and one of whom will be appointed by Nxu; and the Verde management team will manage the business of the combined company. The Merger is currently expected to be completed in March 2025. Lake Street Capital Markets, has provided a fairness opinion to the Nxu Board in connection with the proposed transaction. Snell & Wilmer is serving as legal counsel to Nxu in connection with the proposed transaction. Roth Capital Partners, is serving as financial advisor to Verde. Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Verde in connection with the proposed transaction.