March 31, 2021

Milbank Advises Lightrock on Envisaged Business Combination of Lilium with Publicly Listed Qell and Related PIPE Investments


Milbank advised Lightrock (the former impact investing arm of LGT) as well as LGT as shareholders of Lilium GmbH (“Lilium”), a leader in regional electric air mobility, in connection with Lilium’s envisaged business combination with Qell Acquisition Corp.(“Qell”), a publicly listed special purpose acquisition company (Nasdaq: QELL) focusing on the development of next-generation, sustainable mobility. Moreover, Milbank advised Lightrock and LGT on related PIPE investments. Upon closing of the transaction, the company will be called Lilium, and it is anticipated that ordinary shares will be listed on the Nasdaq under the ticker symbol LILM.

The transaction values the combined company at an implied $3.3 billion pro forma equity value at the $10.00 per share PIPE price. The combined company is expected to receive approximately $830 million of gross proceeds from a fully committed common stock PIPE offering of $450 million, along with approximately $380 million cash held in trust, assuming minimal redemptions of Qell's existing public stockholders. In addition to Lightrock and LGT, the PIPE includes participation from Baillie Gifford, funds and accounts managed by BlackRock, Tencent, Ferrovial, Palantir, Atomico, FII Institute and private funds affiliated with PIMCO. Net cash from the transaction will be used to fund the commercial launch of Lilium's 7-Seater Jet. Lilium's existing shareholders will roll 100% of their shares into the combined company.

The transaction is subject to the approval by Qell's stockholders and the satisfaction or waiver of other customary closing conditions and expected to be completed in the second quarter of 2021.

Lilium, headquartered in Munich, Germany, is a German aviation start-up with the vision to create a sustainable and accessible mode of high-speed, regional transportation. Using the 7-Seater Lilium Jet, an electric vertical take-off and landing jet, offering leading capacity, low noise and high performance, Lilium is building a transport network and service for people and goods. Working in partnership with world-leading aerospace, technology and infrastructure partners, commercial operations are planned to launch in 2024.

Lightrock has been a pioneer in impact investing - its activities were initiated by the Princely House of Liechtenstein in 2007 and are backed by LGT, the international private banking and asset management group. LGT, headquartered in Vaduz in the Principality of Liechtenstein, is a leading international private banking and asset management group, which has been owned by the Princely Family of Liechtenstein for over 80 years. The group manages assets of more than US$235 billion for wealthy private clients and institutional investors. LGT employs approximately 3,600 people in over 20 locations in Europe, Asia, America and the Middle East.

Milbank advised Lightrock and LGT on corporate/M&A and capital markets aspects of the transaction. The Milbank team was led by partner Peter Nussbaum and special counsel Michael Pujol (both Corporate/M&A, Munich) and included the partners Scott Golenbeck (Corporate/M&A, New York) and Rod Miller (Capital Markets, New York) as well as the associates Benjamin Leuchten, Christina Beck (both Corporate/M&A, Munich) and Avni Mehta (Corporate/M&A, New York).