Romeo Power Reminds Stockholders to Tender Shares for Nikola Transaction Ahead of October 12, 2022 Deadline

Romeo Power, Inc. (“Romeo”) (NYSE: RMO), an energy storage technology company focused on designing and manufacturing lithium ion battery products and packs for vehicle electrification, today issued the following letter to Romeo stockholders reminding them to tender their shares into the exchange offer (the “Offer”) by Nikola Corporation (NASDAQ: NKLA) (“Nikola”) to purchase all outstanding shares of common stock of Romeo by midnight, Eastern Time, at the end of the day Wednesday, October 12, 2022.

The full text of the letter follows:

IMPORTANT INFORMATION: Romeo Power Stockholders are Reminded to Tender Shares for Nikola Transaction Before October 12, 2022 Deadline

Dear Romeo Stockholders,

On August 1, 2022, Nikola Corporation (Nasdaq: NKLA) (“Nikola”) and Romeo Power, Inc. (NYSE: RMO) (“Romeo”) announced a definitive agreement for an all-stock transaction.

More recently, on September 27, 2022, Nikola announced it had extended its exchange offer (the “Offer”) to purchase all outstanding shares of common stock of Romeo until midnight, Eastern time, at the end of October 12, 2022.

I am reaching out to remind you to tender your shares prior to midnight, Eastern time, at the end of October 12, 2022. If less than a majority of the outstanding shares of Romeo common stock are tendered, the Offer cannot be completed by Nikola and no shares will be exchanged. Specifically, more than 50% of outstanding Romeo common stock must be validly tendered for the Offer to be completed, or approximately 93.00 million shares.

As of midnight, Eastern Time, on September 26, 2022, approximately 70.03 million shares of Romeo common stock had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 37.65% of outstanding shares of Romeo common stock. For the Offer to be completed, an additional 22.97 million shares must be validly tendered.

The Romeo Board unanimously recommends that Romeo stockholders tender their shares pursuant to the Offer.

If a sufficient number of shares are not tendered and the Offer cannot be completed by Nikola, your investment may be subject to substantial risks outlined below.

What Happens If Stockholders Don’t Tender Their Shares:

• There are substantial risks to Romeo remaining an independent company, and if the merger is not completed, Romeo’s ongoing business may be materially adversely affected, and Romeo could be subject to a number of risks. Critical risks, if the Offer or merger is not completed, include the following:
  • Substantial Additional Capital to Fund Ongoing Operating or Other Needs to Avoid Insolvency: Romeo believes that it would need a substantial amount of additional capital in the immediate future to fund ongoing operations and strategic and growth objectives. Romeo’s access to additional capital may be very limited in both availability and amount. Without access to additional capital, Romeo could be required to declare bankruptcy and may not be able to remain in business.
  • Continued Battery Pack Production is Dependent on Financing Agreement with Nikola: Romeo and Nikola have a financing agreement intended to support continued battery pack production prior to completion of the merger. If the financing agreement is not sufficient to sustain Romeo during the period prior to completion of the merger, Romeo may not be able to continue its operations. Additionally, if the Offer and merger are not completed, Romeo will be required to repay the proceeds from the financing agreement within six months of termination of the Merger Agreement.
  • Potential Delay in Business Decisions with Partners: Suppliers, customers or other business partners may delay or defer decisions concerning Romeo or re-negotiate agreements with Romeo.
  • Stock Price Decline: The market price of Romeo’s common stock may decline, particularly to the extent that the current market price reflects a market assumption that the Offer and merger will be completed.

How to Tender Your Shares: