Arrival Ltd entered into a non-binding letter of intent to acquire CIIG Merger Corp. (NasdaqCM:CIIC) in a reverse merger transaction on September 9, 2020. Arrival Ltd entered into an agreement to acquire CIIG Merger Corp. (NasdaqCM:CIIC) in a reverse merger transaction for $5.7 billion on November 18, 2020. Current Arrival shareholders will receive an aggregate of 533.8 million CIIG shares and become the majority owners of the combined company at closing. All existing shareholders and investors will continue to hold their equity ownership, including, Hyundai Motor Company, Kia Motors Company, Winter Capital, UPS and funds and accounts managed by BlackRock. In connection with the business combination, CIIG has obtained commitments from institutional investors to purchase 40 million shares of CIIG Class A Common Stock at a purchase price of $10.00 per share in a private placement. Post-closing, CIIG's existing stockholders, including the Sponsor, will own approximately 5.3% of the outstanding resulting issuer ordinary shares, including 6,468,750 shares held by the initial stockholders that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and Arrival's existing shareholders will own approximately 88.1% of the outstanding resulting issuer Ordinary Shares, and approximately 6.6% of the outstanding resulting issuer Ordinary Shares will be held by the subscribers of the PIPE shares. Upon closing of the transaction, the combined company will be named Arrival Group and is expected to be listed on NASDAQ under the new ticker symbol “ARVL”.

The combined company will add Peter Cuneo, CIIG's Chairman and Chief Executive Officer, as Non-Executive Chairman to its post-closing Board of Directors. Denis Sverdlov will remain as Arrival's Chief Executive Officer, with ex-Cruise Head of Strategy, Avinash Rugoobur, continuing as Arrival's President. As per registration statement filing, the resulting issuer will be led by Denis Sverdlov, Chief Executive Officer; Tim Holbrow, Interim Chief Financial Officer; Avinash Rugoobur, President; Michael Ableson, Chief Executive Officer, Automotive; and Daniel Chin as General Counsel. On February 19, 2021, the appointment and identification of five members of the seven-member Board of Directors of Arrival Group to be installed upon the consummation of the transaction was announced. Arrival Group's initial global Board of Directors is expected to include Peter Cuneo, who will become the Non-Executive Chairman of Arrival Group's Board; Avinash Rugoobur, current President and Chief Strategy Officer for Arrival; Jae Oh; Kristen O'Hara; and Alain Kinsch. Arrival Group will announce two additional members for its global Board of Directors and its committee leadership at a later date prior to the closing. As of March 22, 2021, Arrival expects to appoint two additional members namely, Tawni Nazario-Cranz and Rex Tibbens upon the consummation of the transaction.

The closing of the transaction is subject to approval by shareholders of CIIG and Arrival, regulatory approvals, Board approval of CIIG and Arrival, all waiting periods applicable to the consummation under the HSR Act having been expired or been terminated and Registration Statement having been declared effective, listing of consideration shares, execution of Registration Rights and Lock- Up agreement, CIIG shall have at least an aggregate of $400 million of cash held, written resignations of CIIG Directors and other customary conditions. The Board of Directors of CIIG unanimously approved the merger and recommends that the shareholders vote for the approval of the business combination. The transaction was also approved by the Board of directors of Arrival. Shareholders of Arrival have unanimously approved the proposed transaction. CIIG shareholders holding approximately 18% of the issued and outstanding shares of CIIG Common Stock, executed a transaction support agreement. As of December 21, 2020, Federal Trade Commission (FTC) has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. As of March 1, 2021, registration statement became effective. The special meeting of stockholders of CIIG will be held on March 19, 2021. Stockholders of CIIG approved the transaction on March 19, 2021. The transaction is expected to be completed in the first quarter of 2021. As of February 16, 2021, the transaction will close in March 2021. Business combination will be consummated promptly following the special meeting of CIIG stockholders. As of March 19, 2021, the transaction is expected to close on March 24, 2021.

Ackneil M. Muldrow III, Alice Hsu, Daniel Zimmerman, John Clayton, Ross Karlik, Alex Leitch and Yehuda Raskin, Harry Keegan, Dougall Meston, Davina Garrod, Ron Nardini, Stuart Alter and Robert Pees of Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to CIIG. Alan I. Annex, Laurie L. Green, Flora R. Perez of Greenberg Traurig, LLP acted as legal advisors to Arrival. Cowen Inc. (NasdaqGS:COWN) is serving as lead financial advisor and JPMorgan Chase & Co. (NYSE:JPM) is serving as financial advisor to Arrival. UBS Investment acted as financial advisor to CIIG. Barclays PLC (LSE:BARC) acted as financial advisor to CIIG Merger Corp. Wonsuk (Steve) Kang and Ryan Maierson of Latham & Watkins LLP acted as legal advisors to Hyundai Motor Company, a shareholder in Arrival. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to CIIG. D.F. King & Co., Inc. acted as proxy solicitor to CIIG for a fee of $12,500.

Arrival Ltd completed the acquisition of CIIG Merger Corp. (NasdaqCM:CIIC) in a reverse merger transaction on March 21, 2021.