Cookie Consent by Free Privacy Policy website GFJ ESG Acquisition I SE and tado GmbH, a European market leader for intelligent climate management, intend to consummate a business combination that will bring tado public via a de-SPAC transaction
gennaio 17, 2022 - tado

GFJ ESG Acquisition I SE and tado GmbH, a European market leader for intelligent climate management, intend to consummate a business combination that will bring tado public via a de-SPAC transaction

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  • ●  GFJ ESG Acquisition I SE, the first German pure-play SPAC for sustainable technologies, and #tado GmbH have signed a mutually exclusive Letter of Intent and agreed on the terms of a business combination

  • ●  tado is Europe’s pioneer in intelligent climate management, offering solutions that are manufacturer-independent and compatible with more than 18,000 systems from 900 OEMs; customers save an average of 22% on heating cost per year

  • ●  The company is connected in over 400,000 buildings and households and has over 7 GW capacity under management, equivalent to about 7,000 average wind turbines

  • ●  tado is active in more than 20 countries and has sold more than 2 million smart thermostats

  • ●  Upon closing of the business combination, the combined group will be publicly listed on the Frankfurt Stock Exchange

  • ●  It is currently envisaged that the transaction will value #tado with an enterprise value of approximately EUR 450 million

  • ●  The business combination with GFJ would enable #tado to further accelerate its growth plans and to heavily invest in its product and technology development, as GFJ is dedicated to support #tado with capital and expertise

    Luxembourg, 17 January 2022

    GFJ ESG Acquisition I SE (“GFJ”), a Luxembourg special purpose acquisition company (SPAC), signed a mutually exclusive Letter of Intent and agreed on the terms of a business combination with #tado GmbH (“tado”), a European market leader for intelligent climate management. In case of a successful closing of the business combination, #tado will be publicly listed on the Frankfurt Stock Exchange. In connection to the business combination GFJ will raise further capital in a private investment in public equity transaction (“PIPE Transaction”). It is currently envisaged that the transaction will value #tado with an enterprise value of approximately EUR 450 million.

    Toon Bouten, CEO of #tado, comments: “The entire team at #tado is extremely proud to partner up with GFJ. We share the same convictions and the same passion for environmental technologies. And we are determined to jointly help our customers save money and reduce their ecological footprint. Together, we are in a great position to create a more sustainable energy future.”

    Gisbert Rühl, CEO of GFJ, adds: "Both GFJ and #tado are determined to turn up the heat on fighting against climate change in a smart way. #tado already is a market leader in the very spirit of a new wave of #green tech companies. We are excited to bring in capital and expertise to help them grow even stronger and foster their technology development. Around 21% of energy consumption in the EU is used for heating and cooling private housing alone. If the EU and

Germany want to fulfil their commitment to becoming the world's first climate-neutral economy by 2050, there is no alternative to decarbonising the housing sector.”

Building one of the most impactful smart energy efficiency and management platforms in Europe and beyond

As the only cross-manufacturer solution, tado’s Smart Thermostats and services connect with any kind of heating or cooling system. Matching over 18,000 systems from more than 900 manufacturers, #tado is compatible with around 95% of Europe’s residential buildings and households. Simple to install and equipped with intelligent data management technology, its products are a plug-and-play solution resulting in less money spent on heating: customers save an average 22% on heating cost per year by using tado’s technology. #tado enables its customers to benefit from energy-saving technologies such as geofencing and open-window detection as well as the integration of weather forecasts. With over 2 million sold smart thermostats and an installed base of 7 GW energy capacity in over 400,000 buildings and households, tado’s technology already helped to avoid 730,000 tons of CO2.

tado will use its connected buildings and households to create one of the most impactful energy efficiency and management platform for Europe and beyond. Capturing the entire value chain from grid integration and distribution to energy retailing and consumption, #tado addresses the multi-billion-dollar value pools of energy efficiency, smart energy tariffs and demand response solutions.

Strong outlook due to tech-enabled #green business

tado’s business success is expected to result in rapid revenue growth with the aim of delivering more than EUR 0.5 billion in revenue by 2025.

The company’s competitive advantage is driven by its technological edge. AI-driven, model- predictive control and a deep understanding of individual thermal capacity of connected buildings and households lead to significant improvement of energy efficiency and low energy cost.

The #tado energy efficiency platform delivers high savings for consumers, with tado’s solutions paying for themselves within the first year on average, whilst proving as a substantial business for #tado across both hardware and SaaS subscription software services. #tado offers time-of- use energy tariffs which enable customers to benefit from volatility in the energy markets. The increasing energy production from growing renewable energy sources leads to higher volatility in the energy market. When the availability of wind or solar energy is high, energy prices dropsignificantly. tado’s technologies use these times in particular to load buffer storage tanks and hot water tanks when the price of energy is lower. This intelligently shifts the energy consumption of homes to more favourable times and lowers energy costs whilst retaining the level of comfort customers are used to.

Summary of Transaction

GFJ and #tado signed a mutually exclusive Letter of Intent and agreed on the terms of a business combination.

Both parties will now start to market the PIPE Transaction. It is currently envisaged that the transaction will value #tado with an enterprise value of approximately EUR 450 million.

The combined group will be listed on the Frankfurt Stock Exchange and will have a shareholder base comprised of (i) tado's existing shareholders, (ii) GFJ’s existing shareholders and (iii) the PIPE investors.

Upon closing of the business combination, the listed entity is expected to be branded as #tado SE.

Subject to the decision of the competent corporate bodies it is currently envisaged that the management board shall be comprised of Oliver Kaltner as CEO, Christian Deilmann as CPO and Johannes Schwarz as CTO. Emanuel Eibach will remain CFO. Gisbert Rühl shall become chairman of the supervisory board. Josef Brunner, Petr Míkovec, Toon Bouten and Maximilian Mayer shall also join the supervisory board.

Advisors

Sullivan & Cromwell LLP, Eight Advisory, Flick Gocke Schaumburg, Boston Consulting Group and Maximilian Mayer for GFJ; Allen & Overy LLP for #tado GmbH.

About tado

tado° is a European leader in intelligent home climate management. As the only cross- manufacturer platform, tado° Smart Thermostats and services connect with any kind of heating or cooling system. Customers benefit from energy-saving technology such as Geofencing and Open Window Detection as well as time-of-use energy tariffs. Founded in Munich, 2011, and with 180 employees, tado° reshapes the way energy is consumed for more comfort, savings, and in sync with nature. www.tado.com

About GFJ

Led by Gisbert Rühl, GFJ is backed by a sponsor team with decades of experience in building and leading companies: Gisbert Rühl, CEO of GFJ, has twelve years of experience as CEO and four years as CFO of Klöckner & Co. where, among other things, he drove the company's digital transformation through the Berlin hub kloeckner.i. Florian Fritsch is a serial real estate and a principal investor in ventures such as Tesla, Relayr and Delivery Hero. Josef Brunner, Chairman of GFJ's Supervisory Board, has a strong track record as a serial entrepreneur in founding and scaling companies, including Joulex and Relayr, where he served as CEO and CTO for several years. www.gfj-esg.com

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Important Notice

This release may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of GFJ ESG Acquisition I SE (the “Company”) in the United States, Australia, Canada, Japan or any other jurisdiction in

For tadoo
tado GmbH
Simone Kemmner
Tel +49 175 67 31622 Press@tado.com

For GFJ
Finsbury Glover Hering Jobst Honig
Tel +49 171 86 29 967 jobst.honig@fgh.com

which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

In the United Kingdom, this release is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) foroffering or selling the securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the “MiFID II Requirements”), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the shares and warrants have been subject to a product approval process. As a result, it has been determined that (i) the shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

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