Filed by CBRE Acquisition Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: CBRE Acquisition Holdings, Inc.
Commission File No. 001-39798
CBRE Acquisition Holdings and Altus Power Announce
Satisfaction of Minimum Cash Condition
DALLAS, TX and STAMFORD, CT (December 3, 2021) CBRE Acquisition Holdings, Inc. (NYSE: CBAH) (CBAH), a publicly traded special purpose acquisition company, and Altus Power, Inc. (Altus Power) today announced that the minimum cash condition to their previously announced business combination has been satisfied. Accordingly, the parties are on track to consummate the business combination next week following CBAHs special meeting of stockholders (the Special Meeting), which is to be held on December 6, 2021.
The parties also announced that the deadline for stockholders to withdraw their redemption requests has been extended to 4:00 p.m. (New York City time) on December 8, 2021. Any stockholder wishing to withdraw a redemption request may request a withdrawal by contacting CBAHs transfer agent at the email address listed below:
Continental Stock Transfer & Trust Company
mzimkind@continentalstock.com
The parties expect the business combination to close on December 9, 2021. Upon closing, post-combination Altus Powers Class A shares and warrants are expected to commence trading on the New York Stock Exchange, under the symbols AMPS and AMPS WS, respectively, on December 10, 2021. Further, at the closing of the business combination, each CBAH unit will separate into its components, which are one CBAH Class A share and one-fourth of one warrant. The holders of CBAH Class A shares and warrants will receive equivalent securities of AMPS and AMPS WS, as applicable, in post-combination Altus Power.
About CBRE Acquisition Holdings, Inc.
CBRE Acquisition Holdings, Inc. (CBAH) is a blank-check company formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CBAH is sponsored by CBRE Acquisition Sponsor, LLC, which is a subsidiary of CBRE Group, Inc.
About Altus Power, Inc.
Altus Power, based in Stamford, Connecticut, is creating a clean electrification ecosystem, serving its commercial, public sector and community solar customers with locally-sited solar generation, energy storage, and EV-charging stations across the U.S. Since its founding in 2009, Altus Power has developed or acquired over 350 megawatts from Vermont to Hawaii. Visit altuspower.com to learn more.
Important Information About the Business Combination and Where to Find It
CBAH has filed with the U.S. Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (the Registration Statement), which includes a proxy statement/prospectus in connection with the proposed business combination between Altus Power and CBAH and the other transactions contemplated by the business combination agreement entered into by Altus Power and CBAH. The Registration Statement was declared effective by the SEC on November 5, 2021 and CBAH also filed the definitive proxy statement/prospectus with respect to the business combination on that date. CBAH has mailed a definitive proxy statement/prospectus and other relevant documents to its stockholders as of October 27, 2021, the record date for the Special Meeting. CBAHs stockholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with CBAHs solicitation of proxies for its stockholders Special Meeting to be held to approve the business combination because the proxy statement/prospectus contains important information about CBAH, Altus Power and the business combination. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge at the SECs website at www.sec.gov or by directing a request to CBRE Acquisition Holdings, Inc., 2100 McKinney Avenue, Suite 1250, Dallas, TX 75201.
Participants in the Solicitation
CBAH, Altus Power and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of CBAHs stockholders with respect to the approval of the business combination. CBAH and Altus Power urge investors, stockholders and other interested persons to read the Registration Statement and the definitive proxy statement/prospectus and exhibits thereto, as well as other documents filed with the SEC in connection with the business combination, as these materials will contain important information about Altus Power, CBAH and the business combination. Information regarding CBAHs directors and officers and a description of their interests in CBAH is contained in the Registration Statement and the definitive proxy statement/prospectus.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as anticipate, believe, could, continue, expect, estimate, may, plan, outlook, future and project and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to the use of proceeds for the new credit facility and analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to CBAHs and Altus Powers future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the business combination, the business plans, objectives, expectations and intentions of CBAH once the business combination and the other transactions contemplated thereby (the Transactions) and change of name are complete (New Altus), and New Altuss estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on CBAHs or Altus Powers managements current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside CBAHs or Altus Powers control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to complete the Transactions due to the failure to obtain approval of the stockholders of CBAH or Altus Power or other conditions to closing in the Business Combination Agreement; (3) the ability of New Altus to meet NYSEs listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the Business Combination; (4) the inability to complete the private placement of common stock of CBAH to certain institutional accredited investors; (5) the risk that the announcement and consummation of the Transactions disrupts Altus Powers current plans and operations; (6) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Altus to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees; (7) costs related to the Transactions; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Transactions; (9) the possibility that Altus Power and New Altus may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the impact of COVID-19 on Altus Powers and New Altuss business and/or the ability of the parties to complete the Transactions; (11) the outcome of any legal proceedings that may be instituted against CBAH, Altus Power, New Altus or any of their respective directors or officers, following the announcement of the Transactions; and (12) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.
Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Registration Statement and CBAHs definitive proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and CBAH and Altus Power undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.
This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in CBAH and is not intended to form the basis of an investment decision in CBAH. All subsequent written and oral forward-looking statements concerning CBAH and Altus Power, the Transactions or other matters and attributable to CBAH and Altus Power or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Contacts:
CBRE Acquisition Holdings Contacts
Cash Smith
CBRE Acquisition Holdings, Inc.
Cash.Smith@cbre.com
Steven Iaco
CBRE Corporate Communications
Steven.Iaco@cbre.com
Altus Power Contacts
For Media:
Cory Ziskind
ICR, Inc.
AltusPowerPR@icrinc.com
For Investors:
Caldwell Bailey
ICR, Inc.
AltusPowerIR@icrinc.com
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