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Tritium, A Pioneer In E-Mobility And EV Charging Infrastructure, Announces Business Combination With Decarbonization Plus Acquisition Corporation II; Combined Company To Be Listed On NASDAQ

BRISBANE, Australia and NEW YORK, May 26, 2021 /PRNewswire-KYODO JBN/ --

   -- The transaction will provide gross proceeds of up to approximately US$403

     million (AUD$520 million) to Tritium, assuming minimal redemptions by

     DCRN's public stockholders, to fully fund its growth as a technology

     market leader in the DC fast charging space for electric vehicles.

  -- Tritium, a 20-year-old company with high revenue growth over the last five

     years, is valued at US$1.2 billion (AUD$1.55 billion) in connection with

     the transaction.

  -- The transaction is expected to provide capital to grow Tritium's

     operations to three global, full-scale manufacturing facilities, with

     investment in a new production facility in Europe, expansion of its Los

     Angeles site, and further development of the Brisbane facilities.

  -- Tritium is the only pure-play DC fast charging manufacturer, with a global

     sales and support reach servicing customers in 41 countries across 4

     continents.

Tritium, a Brisbane-based developer and manufacturer of direct current ("DC")

fast chargers for electric vehicles ("EVs"), and Decarbonization Plus

Acquisition Corporation II ("DCRN") (NASDAQ: DCRN, DCRNW), a special purpose

acquisition company ("SPAC"), today announced a definitive agreement for a

business combination that would result in Tritium becoming a publicly listed

company. Upon closing of the transaction, the combined company will be named

Tritium and is expected to be listed on the NASDAQ and trade under the new

ticker symbol "DCFC."

Photo - https://mma.prnewswire.com/media/1518777/Tritium.jpg  

Founded in 2001 by e-mobility pioneers Dr. David Finn, James Kennedy, and Dr.

Paul Sernia, Tritium designs, develops, and manufactures proprietary hardware

for advanced and reliable DC fast charging. The company has a two-decade

history in advanced power electronics and electric transportation, starting as

a developer of technology for solar race cars and other extraordinary projects,

like the battery management system for James Cameron's "Deepsea Challenger"

submersible.  

Recognizing opportunity in the emerging EV sector, Tritium applied its

experience in power electronics for extreme climates to create DC fast charging

technology tested for, and installed in, some of the world's harshest

conditions. Having established itself as a global market leader, Tritium is

well-positioned to benefit from accelerating and sustained long-term growth of

the global passenger EV market, which is projected to have a compound annual

growth rate ("CAGR") of nearly 20% through 2040. Global EV charging hardware

sales are projected to have an average CAGR of more than 25% each year over

this period.

Tritium has provided more than 2.7 million high-power charging sessions across

41 countries, delivering over 55 GWh of energy. The company's intellectual

property includes the world's only fully liquid-cooled, IP65-rated charger,

providing customers with technology that is ingress-protected and sealed from

outside elements, thus reducing the total cost of ownership.

Tritium Chief Executive Officer Jane Hunter said, "The accelerated

electrification of the transport sector globally is now underway and has

extraordinary implications beyond the benefits to individual consumers. Our

industry is essential to achieving global emission reduction targets both

through increased adoption of electric vehicles and the deployment of EVs for

mass energy storage technology. As 'batteries on wheels,' EVs will help pave

the way for more renewable power to be introduced into national energy mixes.

E-mobility also plays a critical role in improving air quality, which is

critical for public health in populated regions.

The agreement between Tritium and DCRN is a vote of confidence in Tritium's

vision and market viability as well as the e-mobility industry as a whole. We

plan to expand to three global manufacturing facilities, expedite product

development, grow our global sales and service operations teams, and so much

more. This agreement funds that growth plan, enabling us to expand our business

operations, enhance our products, and provide even more services to our

customers."

Robert Tichio, Chairman of DCRN, who will join the board of directors of the

combined company at the close of the transaction, added, "We are extremely

excited and honored to partner with Tritium, as we believe the company's

demonstrated track record of innovation in power electronics and its

well-established manufacturing and operational structure will allow Tritium to

maintain and expand its position as a market leader in the charging hardware

space. Under Ms. Hunter's leadership, the company has developed an incredible

team of more than 340 employees on four continents and a diversified base of

blue-chip customers, while positioning Tritium to be the leader in DC fast

charging as the adoption of electric vehicles continues to accelerate. As the

wave of investment capital directed to environmental, social, and corporate

governance ("ESG") goals continues its acceleration, we believe a publicly

traded Tritium will serve as a valuable core holding for ESG investors. We look

forward to working with Jane and the entire Tritium team to speed the efficient

electrification of global transport."

Transaction Overview

The transaction is anticipated to generate gross proceeds of up to

approximately US$403 million (AUD$520 million) of cash, assuming minimal

redemptions by DCRN's public stockholders. The funds will be used to fund

operations and growth. The pre-money enterprise value of the combined company

is US$1.4 billion (AUD$1.8 billion) at the price of US$10 per share, excluding

cash to go to the balance sheet.

Former Boeing executive Jane Hunter will continue as the Chief Executive

Officer of Tritium, alongside co-founders James Kennedy (Chief Technology

Officer) and Dr. David Finn (Chief Growth Officer), and executives David Toomey

(Chief Revenue Officer) and Michael Hipwood (Chief Financial Officer).

In addition to Robert Tichio, Jane Hunter, Dr. David Finn, Trevor St. Baker AO

(Founder and Chairman of St. Baker Energy Innovation Fund), Brian Flannery

(Managing Director of White Energy Company Limited), and Kara Frederick

(Managing Director of Tiger Financial Group) are expected to join the combined

company's board of directors when the transaction closes.

"Today is an incredibly proud day for Tritium's founders, David, James and

Paul, and also for Australia's technology and e-mobility sectors," Mr. St.

Baker said. "We're proud to have supported the Tritium success story from a

start-up in Brisbane, to a global exporter and manufacturer of advanced

charging technology with a leading global market share." Mr. St. Baker, along

with Jeff Phillips (CEO of Varley Group) and Brian Flannery have been

instrumental in steering the company to its present stage.

The boards of directors of both Tritium and DCRN have approved the proposed

transaction, subject to, among other things, the approval by DCRN's

stockholders and satisfaction or waiver of the other conditions stated in the

definitive documentation, including the waiver or expiration of a Tritium

shareholder's right to acquire Tritium under the shareholder's deed in relation

to Tritium.

Additional information about the proposed transaction, including a copy of the

merger agreement and investor presentation, will be provided in a Current

Report on Form 8-K to be filed by DCRN with the Securities and Exchange

Commission and available at www.sec.gov.

Advisors

Latham & Watkins LLP (US), Corrs Chambers Westgarth (Australia), and the

Australian Partnership of Ernst & Young are advising Tritium during the

transaction and DCRN is advised by Vinson & Elkins L.L.P. (US) and Clifford

Chance LLP (Australia). Credit Suisse served as the exclusive financial advisor

to a shareholder consortium that owns a substantial majority and control stake

in Tritium and JPMorgan and Citigroup served as financial advisors to DCRN.

Investor Conference Call Information

Tritium and DCRN will host a joint investor conference call to discuss the

proposed transaction today, Wednesday, May 26, 2021 at 8:00AM ET.

To listen to the prepared remarks via telephone dial 1-877-407-3982 if calling

from the US, or 1-201-493-6780 if calling from outside the US and an operator

will assist you. A telephone replay will be available at 1-844-512-2921 if

calling from the US or 1-412-317-6671 if calling from outside the US, and will

use passcode: 13720122. The replay will be available through June 9, 2021 at

11:59 PM ET.

About Tritium

Founded in 2001 by e-mobility pioneers, Tritium designs and manufactures

proprietary hardware and software to create advanced and reliable DC fast

chargers for electric vehicles. We make compact, robust designs that look great

on Main Street and thrive in the world's harshest conditions. Tritium

technology is easy to install, easy to own, and easy to use. We never stop

innovating in support of our customers around the world.

For more information, visit www.tritiumcharging.com

About Decarbonization Plus Acquisition Corporation II

Decarbonization Plus Acquisition Corporation II is a blank check company formed

for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination

with a target whose principal effort is developing and advancing a platform

that decarbonizes the most carbon-intensive sectors. These include the energy

and agriculture, industrials, transportation and commercial and residential

sectors. DCRN is sponsored by an affiliate of Riverstone Holdings LLC and

represents a further expansion of Riverstone's 15-year franchise in low-carbon

investments, having established industry leading, scaled companies with more

than US$5 billion of equity invested in renewables.

About St. Baker Energy Innovation Fund

Trevor St. Baker AO is a leading figure in the electricity and energy sector in

Australia and globally, and a major investor in new technologies transforming

the electricity and transport sectors.

His private fund, the St. Baker Energy Innovation Fund, was an early investor

in Tritium and is currently the largest stockholder, with approximately 26

percent of the company's equity.

Important Information and Where to Find It

In connection with the proposed business combination, DCRN and Tritium DCFC

Limited ("NewCo"), which will be the going-forward public company, intend to

file a registration statement on Form F-4 (the "Registration Statement") with

the U.S. Securities and Exchange Commission (the "SEC"), which will include a

proxy statement/prospectus, and certain other related documents, to be used at

the meeting of stockholders to approve the proposed business combination.

INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY

STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT

WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM, DCRN,

NEWCO AND THE BUSINESS COMBINATION. The proxy statement/prospectus will be

mailed to shareholders of DCRN as of a record date to be established for voting

on the proposed business combination. Investors and security holders will also

be able to obtain copies of the Registration Statement and other documents

containing important information about each of the companies once such

documents are filed with the SEC, without charge, at the SEC's web site at

www.sec.gov.

Participants in the Solicitation

DCRN and its directors and executive officers may be deemed participants in the

solicitation of proxies from DCRN's stockholders with respect to the proposed

business combination. A list of the names of those directors and executive

officers and a description of their interests in DCRN is contained in DCRN's

filings with the SEC, including DCRN's Annual Report on Form 10-K for the

fiscal year ended December 31, 2020, which was filed with the SEC on March 31,

2021, and is available free of charge at the SEC's web site at www.sec.gov.

Additional information regarding the interests of such participants will be set

forth in the Registration Statement for the proposed business combination when

available. NewCo and Tritium and their respective directors and executive

officers may also be deemed to be participants in the solicitation of proxies

from the shareholders of DCRN in connection with the proposed business

combination. A list of the names of such directors and executive officers and

information regarding their interests in the business combination will be

contained in the Registration Statement for the proposed business combination

when available.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent or

authorization with respect to any securities or in respect of the proposed

transaction. This document also does not constitute an offer to sell or

exchange, or the solicitation of an offer to buy or exchange, any securities,

nor will there be any sale of securities in any states or jurisdictions in

which such offer, solicitation, or sale or exchange would be unlawful prior to

registration or qualification under the securities laws of any such

jurisdiction. No offering of securities will be made except by means of a

prospectus meeting the requirements of section 10 of the Securities Act of

1933, as amended, or an exemption therefrom.

Forward Looking Statements

Certain statements made in this document are "forward-looking statements" with

respect to the proposed business combination and including statements regarding

the benefits of the transaction, the anticipated timing of the transaction, the

services offered by Tritium and the markets in which it operates, and NewCo's

projected future results. These forward-looking statements generally are

identified by the words "estimates," "projected," "expects," "anticipates,"

"forecasts," "plans," "intends," "believes," "seeks," "targets", "may," "will,"

"should," "would," "will be," "will continue," "will likely result," "future,"

"propose," "strategy," "opportunity" and variations of these words or similar

expressions (or the negative versions of such words or expressions) that

predict or indicate future events or trends or are not statements of historical

matters are intended to identify forward-looking statements. These

forward-looking statements are provided for illustrative purposes only and are

not intended to serve as, and must not be relied on by any investor as,

guarantees, assurances, predictions or definitive statements of fact or

probability regarding future performance, conditions or results, and involve a

number of known and unknown risks, uncertainties, assumptions and other

important factors, many of which are outside NewCo's, Tritium's or DCRN's

control, that could cause actual results or outcomes to differ materially from

those discussed in the forward-looking statements. Important factors, among

others, that may affect actual results or outcomes include the inability to

complete the business combination in a timely manner or at all (including due

to the failure to receive required shareholder approvals, or the failure of

other closing conditions such as the satisfaction of the minimum trust account

amount following redemptions by DCRN's public stockholders, the waiver or

expiration of a Tritium shareholder's right to acquire Tritium under the

shareholder's deed in relation to Tritium and the receipt of certain

governmental and regulatory approvals), which may adversely affect the price of

DCRN's securities; the inability of the business combination to be completed by

DCRN's business combination deadline and the potential failure to obtain an

extension of the business combination deadline if sought by DCRN; the

occurrence of any event, change or other circumstance that could give rise to

the termination of the transaction; the inability to recognize the anticipated

benefits of the proposed business combination; the inability to obtain or

maintain the listing of NewCo's shares on a national exchange following the

proposed business combination; costs related to the proposed business

combination; the risk that the proposed business combination disrupts current

plans and operations, business relationships or business generally as a result

of the announcement and consummation of the proposed business combination;

NewCo's ability to manage growth; NewCo's ability to execute its business plan

and meet its projections; potential disruption in NewCo's employee retention as

a result of the transaction; potential litigation, governmental or regulatory

proceedings, investigations or inquiries involving NewCo, Tritium or DCRN,

including in relation to the transaction; changes in applicable laws or

regulations and general economic and market conditions impacting demand for

Tritium's or NewCo's products and services; and other risks and uncertainties

indicated from time to time in the proxy statement/prospectus relating to the

proposed business combination, including those under "Risk Factors" therein,

and in DCRN's other filings with the SEC. Forward-looking statements speak only

as of the date they are made. Readers are cautioned not to put undue reliance

on forward-looking statement, and NewCo and DCRN assume no obligation and do

not undertake any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise,

except as required by law. Neither NewCo nor DCRN gives any assurance that

either NewCo or DCRN will achieve its expectations.

SOURCE : Tritium

CONTACT: For Investors: Caldwell Bailey, ICR, Inc., TritiumIR@icrinc.com, For

Tritium Media Dan McDermott: ICR, Inc., TritiumPR@icrinc.com, For DCRN Media:

Daniel Yunger, Kekst CNC, daniel.yunger@kekstcnc.com