A Goodwin cross-border Private Equity team advised Qell Acquisition Corp., a publicly listed special purpose acquisition company (Nasdaq: QELL), in its definitive business combination agreement with Lilium GmbH. The transaction values the combined company at an implied $3.3 billion pro forma equity value at the $10.00 per share PIPE price. The combined company is expected to receive approximately $830 million of gross proceeds from a fully committed common stock PIPE offering of $450 million, along with approximately $380 million cash held in trust, assuming minimal redemptions of Qell's existing public stockholders. The PIPE included participation from leading strategic and long-term financial investors including Baillie Gifford, funds and accounts managed by BlackRock, Tencent, Ferrovial, LGT and its direct impact investing arm Lightrock, Palantir, FII Institute and private funds affiliated with PIMCO.
The Boards of Directors of both Qell and Lilium have unanimously approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to the approval by Qell's stockholders and the satisfaction or waiver of other customary closing conditions identified in the business combination agreement. Upon closing of the transaction, the company will be called Lilium, and it is anticipated that ordinary shares will be listed on the Nasdaq under the ticker symbol “LILM.”
Formed in San Francisco in August 2020, Qell was created to invest in a high-growth business in the next-generation mobility, transportation or sustainable industrial technology sectors. The management team, led by Barry Engle, a former president of General Motors North America, has deep experience and networks across both incumbents and emerging technology companies.
The Goodwin team consisted of Joshua Klatzkin, Jocelyn Arel, John Haggerty, Heiko Penndorf, Felix Krueger, and Stefania Athanassopoulou.
For additional details on the transaction, please read the press release.