Exhibit 99.1
Kensington Capital Acquisition Corp. II and Wallbox Announce Final Exchange Ratio for Proposed Business Combination
WESTBURY, NY / BARCELONA, SPAIN – September 24, 2021 – Kensington Capital Acquisition Corp. II (NYSE: KCAC) (“Kensington”) and Wall Box Chargers, S.L. (“Wallbox”) today announced that they have determined the exchange ratio to be 240.990816528527 as of the anticipated date for Closing (as defined below) in accordance with the terms of the Business Combination Agreement, dated as of June 9, 2021 (the “Business Combination Agreement”), among Kensington, Wallbox B.V. (“Holdco”), Orion Merger Sub Corp. and Wallbox, pursuant to which, among other things, Kensington and Wallbox will enter into a business combination. Capitalized terms used in this press release but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, at the closing of the business combination (the “Closing”), (i) each outstanding Class A ordinary share of Wallbox (including each such share resulting from the conversion of Wallbox’s convertible loans prior to the Closing by the noteholders thereof), and each outstanding Class B ordinary share of Wallbox will be exchanged by means of a contribution in kind in exchange for the issuance of a number of Holdco Class A ordinary shares, nominal value EUR 0.12 per share of Holdco (“Holdco Class A Shares”), or Holdco Class B ordinary shares, nominal value EUR 1.20 per share of Holdco, as applicable, and (ii) each share of Kensington Class A common stock and Kensington Class B common stock outstanding immediately prior to the effective time of the merger (other than certain customarily excluded shares) will be converted into and become one share of new Kensington common stock, and each such share of new Kensington common stock will immediately thereafter be exchanged by means of a contribution in kind in exchange for the issuance of Holdco Class A Shares, whereby Holdco will issue one Holdco Class A Share for each share of new Kensington common stock exchanged.
The exchange ratio as of the anticipated date for Closing is higher than the exchange ratio (calculated in accordance with the Business Combination Agreement as of the date of the initial signing of the Business Combination Agreement) that was set out in the proxy statement/prospectus, dated September 20, 2021, that was filed by Kensington with the Securities and Exchange Commission (the “SEC”) and distributed to its stockholders.
About Wallbox
Wallbox is a global technology company, dedicated to changing the way the world uses energy. Wallbox creates advanced electric vehicle charging and energy management systems that redefine users’ relationship to the grid. Wallbox goes beyond electric vehicle charging to give users the power to control their consumption, save money, and live more sustainably. Wallbox offers a complete portfolio of charging and energy management solutions for residential, semi-public and public use in more than 80 countries.
Founded in 2015 and headquartered in Barcelona, the company now employs over 700 people in its offices in Europe, Asia, and the Americas.
For additional information, please visit www.wallbox.com.