DEFA14A 1 d193162ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

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News Release    July 12, 2021

 

 

Hyzon Motors deepens strategic hydrogen mobility partnership with TotalEnergies SE

 

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Partnership accelerates Hyzon, TotalEnergies’ deployment of hydrogen-powered trucks, refueling infrastructure for long-haul transport across Europe

 

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TotalEnergies is a broad energy company, with the ambition to be a world-class player in the energy transition. It operates a wide refueling and retail infrastructure business worldwide.

 

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TotalEnergies previously made direct investment in Hyzon through its venture arm, TotalEnergies Ventures

 

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Hyzon expects to supply by 2023 up to 80 hydrogen fuel cell-powered trucks to TotalEnergies’ customers in Franceto support development of hydrogen infrastructure

ROCHESTER, N.Y. – July 12, 2021 – Hyzon Motors Inc. announced today it has signed a memorandum of understanding (MoU) with TotalEnergies (NYSE: TTE) through its Marketing & Services division. The MoU reinforces the two companies’ shared commitment to evaluate and develop hydrogen refueling and vehicle supply solutions for long-haul transport to customers across Europe.

Hyzon and TotalEnergies aim to make it easier for fleet owners to transition to renewable hydrogen fuel by combining their existing infrastructure and technology. TotalEnergies, which operates over 15,500 service stations globally, and Hyzon, a leading supplier of hydrogen fuel cell-powered trucks, already have hydrogen refueling stations and hydrogen-powered vehicles in operation, respectively.

This MoU strengthens the existing commercial relationship between one of the world’s largest energy companies and a leading supplier of hydrogen commercial vehicles. TotalEnergies made a previously made a direct investment in Hyzon through its venture arm, TotalEnergies Ventures in 2020, to help fund the buildout of Hyzon’s manufacturing and engineering centers in the United States, Europe and China.

TotalEnergies is also a member of the Hyzon Zero Carbon Alliance, a consortium dedicated to accelerating the global development of the hydrogen ecosystem.

A first concrete operational step is the announcement of the signature of an additional MoU between Hyzon and TotalEnergies, this time through its French affiliate TotalEnergies Marketing France, which oversees its service-stations network and new mobilities solutions in France. Under this second MoU, the companies will collaborate on developing ecosystems and will secure by 2023 the production of 80 hydrogen fuel cell-powered trucks for TotalEnergies’ French customers.

Starting from trials, Hyzon aims to eventually be able to supply customers with a hydrogen fuel cell truck at total cost of ownership (TCO) parity with diesel-powered commercial vehicles in Europe.

“At TotalEnergies, we are convinced that hydrogen is a mobility solution of the future. That is why TotalEner-gies Ventures previously invested in Hyzon Motors,” said John Wilson, vice president, Gas Mobility at the Marketing & Services division of TotalEnergies “The annoucement today takes that relationship further, giv-ing the company a leverage to expand the reach of hydrogen in the commercial vehicle market in Europe. To achieve our climate ambition of net zero emissions by 2050, together with society, hydrogen fuel cell-pow-ered trucks must come to market. We are therefore excited about this partnership with Hyzon.”

TotalEnergies is a broad energy company active in more than 130 countries with more than 105,000 employ-ees. The company produces and markets energies on a global scale: oil and biofuels, natural gas and green gases, renewables and electricity.

“It’s rare to find a company as committed to the energy transition as Hyzon – but we’ve found that in TotalEnergies. While this is another important development in our relationship, we don’t expect it to be the last,” Craig Knight, CEO of Hyzon said. “Hydrogen will play a significant role in decarbonizing transport and we look forward to working with one of the world’s leading energy companies to deploy hydrogen solutions at scale across Europe. Their relationships, customer base and current infrastructure are a huge asset as we aim to make it as easy as possible for fleet owners to make the switch to hydrogen.

About TotalEnergies SE

TotalEnergies is a broad energy company that produces and markets energies on a global scale: oil and biofuels, natural gas and green gases, renewables and electricity. Our 105,000 employees are committed to energy that is ever more affordable, clean, reliable and accessible to as many people as possible. Active in more than 130 countries, TotalEnergies puts sustainable development in all its dimensions at the heart of its projects and operations to contribute to the well-being of people.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this

press release are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Decarbonization Plus Acquisition Corporation’s (“DCRB”) and Hyzon disclaim any duty to update any forward -looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. DCRB and Hyzon caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either DCRB or Hyzon, including risks and uncertainties described in the “Risk Factors” section of Exhibit 99.3 of DCRB’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on Feb. 9, 2021, the “Risk Factors” section of DCRB’s definitive proxy statement on Schedule 14A filed with the SEC on June 21, 2021, and other documents filed by DCRB from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements, such as risks related to the ability to convert non-binding memoranda of understanding into binding orders or sales (including because of the current or prospective financial resources of the counterparties to Hyzon’s non-binding memoranda of understanding and letters of intent), or the ability to identify additional potential customers and convert them to paying customers. Hyzon gives no assurance that Hyzon will achieve its expectations.

Important Information for Investors and Stockholders

In connection with the proposed business combination, DCRB filed a proxy statement and other relevant documents with the SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about DCRB, Hyzon and the proposed business combination. Stockholders may obtain a free copy of the proxy statement, as well as other filings containing information about DCRB, Hyzon and the proposed business combination, without charge, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

DCRB, Hyzon and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from DCRB’s stockholders in respect of the proposed business combination and the other matters set forth in the proxy statement. Information regarding DCRB’s directors and executive officers is available in DCRB’s Annual Report on Form 10-K for the annual period ended Dec. 31, 2020, and under the heading “Information About DCRB” in DCRB’s definitive proxy statement related to the proposed business combination filed with the SEC on June 21, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement relating to the proposed business combination.

Hyzon Motors contacts

For U.S., Europe and Asia media:

Caroline Curran

Hill+Knowlton Strategies

+1 256-653-5811

caroline.curran@hkstrategies.com

For Australasian media:

Fraser Beattie

Cannings Purple

+61 421 505 557

fbeattie@canningspurple.com.au

For investors:

Caldwell Bailey

ICR, Inc

HyzonMotorsIR@icrinc.com

TotalEnergies Media Relations:

presse@totalenergies.com

***

Forward Looking Statements

The information in this filing includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this filing, regarding Decarbonization Plus Acquisition Corporation’s (“DCRB”) proposed acquisition of Hyzon Motors Inc. (“Hyzon”), DCRB’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this filing, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, DCRB and Hyzon disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. DCRB and Hyzon caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either DCRB or Hyzon. In addition, DCRB cautions you that the forward-looking statements are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Business Combination Agreement and Plan of Organization, dated as of February 8, 2021, by and among DCRB, DCRB Merger Sub Inc., and Hyzon, any PIPE investor’s subscription agreement, and the other agreements related to the business combination (including catastrophic events, acts of terrorism, the outbreak of war, COVID-19 and other public health events), as well as management’s response to any of the foregoing; (ii) the outcome of any legal proceedings that may be instituted against DCRB, Hyzon, their affiliates or their respective directors and officers following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of DCRB, regulatory approvals, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts DCRB’s or Hyzon’s current plans and operations as a result of the announcement of the transactions; (v) Hyzon’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the pace and depth of hydrogen vehicle adoption generally, and the ability of Hyzon to accurately estimate supply and demand for its vehicles, and to grow and manage growth profitably following the business combination; (vi) risks relating to the uncertainty of the projected financial information with respect to Hyzon, including the conversion of pre-

orders into binding orders; (vii) costs related to the business combination and the PIPE investment; (viii) changes in applicable laws or regulations, governmental incentives and fuel and energy prices; (ix) the possibility that Hyzon may be adversely affected by other economic, business, and/or competitive factors; (x) the amount of redemption requests by DCRB’s public stockholders; and (xi) such other factors affecting DCRB that are detailed from time to time in DCRB’s filings with the Securities and Exchange Commission (the “SEC”). Should one or more of the risks or uncertainties, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in DCRB’s definitive proxy statement filed with the SEC on June 21, 2021, and its periodic filings with the SEC, including its Annual Report on Form 10-K for annual period ended December 31, 2020. DCRB’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Important Information for Investors and Stockholders

In connection with the proposed business combination, DCRB filed a definitive proxy statement with the SEC on June 21, 2021. Additionally, DCRB will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of DCRB are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they contain or will contain important information about the business combination and the parties to the business combination.

Participants in the Solicitation

DCRB and its directors and officers may be deemed participants in the solicitation of proxies of DCRB’s stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of DCRB’s executive officers and directors in the solicitation by reading DCRB’s Annual Report on Form 10-K for the annual period ended December 31, 2020, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination. Information concerning the interests of DCRB’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the proxy statement relating to the business combination.