Motherson Files 13D on REE Automotive

TL;DR

**Motherson just filed a 13D on REE Auto - big move incoming?**

AI Summary

Samvardhana Motherson International Ltd. has filed a Schedule 13D on September 26, 2024, indicating a change in their beneficial ownership of REE Automotive Ltd. The filing does not specify the exact number of shares or the percentage of ownership, but it signifies a significant stake or a change in control intentions for REE Automotive.

Why It Matters

This filing suggests a potential shift in control or a significant investment by Samvardhana Motherson International Ltd. in REE Automotive, which could impact the latter's strategic direction and market position.

Risk Assessment

Risk Level: medium — The filing indicates a change in beneficial ownership, which could lead to strategic shifts or potential takeover activity, introducing uncertainty.

Key Players & Entities

• Samvardhana Motherson International Ltd. (company) — Filing entity
• REE Automotive Ltd. (company) — Subject company
• Jason L. Rumsey (person) — Authorized contact for Motherson

FAQ

Key Financial Figures

• $4.122 — r (the "Shares") at a purchase price of $4.122 per Share for an aggregate purchase pri
• $14,999.999 — hare for an aggregate purchase price of $14,999.999.20. The foregoing description of the Se
• $14,999,999.20 — n by reference. Funds in the amount of $14,999,999.20 used by SMASG to purchase the Shares in

Filing Documents

• motherson13d.htm (SC 13D) — 217KB
• 0001123292-24-000291.txt ( ) — 219KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to Class A Ordinary Shares of REE Automotive Ltd., a public company incorporated under the laws of Israel (the "Issuer"), under registration number 51-455733-9, with its principal executive offices located at Kibbutz Glil-Yam 4690500, Israel.

Identity and Background

Item 2. Identity and Background. (a) This Statement is being jointly filed by Samvardhana Motherson International Limited, a company limited by shares organized under the laws of the Republic of India ("SAMIL"), and Samvardhana Motherson Automotive Systems Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, and an indirect wholly-owned subsidiary of SAMIL ("SMASG" and together with SAMIL, the "Reporting Persons"). (b) The address of the principal business office of SAMIL is Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai City, Mumbai, Maharashtra, India, 400051. The address of the principal business office of SMASG is Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands. (c) The principal business of the Reporting Persons is the manufacture of components for the automotive industry. The directors and executive officers of each of the Reporting Persons and their principal occupations and (d) During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons set forth on Schedule 1, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons set forth on Schedule 1, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3. On September 15, 2024, MSSL Consolidated Inc. entered into a Securities Purchase Agreement with the Issuer (the "Securities Purchase Agreement") and assigned all of its rights and obligations under that agreement so SMASG. Pursuant to the Securities Purchase Agreement SMASG agreed to purchase, and the Issuer agreed to issue and sell to SMASG, an aggregate of 3,639,010 Class A Ordinary Shares of the Issuer (the "Shares") at a purchase price of $4.122 per Share for an aggregate purchase price of $14,999.999.20. The foregoing description of the Securities Purchase Agreement is qualified in its entirety by the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference. Funds in the amount of $14,999,999.20 used by SMASG to purchase the Shares in accordance with the Securities Purchase Agreement were obtained from the working capital of SMASG.

Purpose of the Transaction

Item 4. Purpose of the Transaction. The information set forth in Item 3 and Item 6 hereof is incorporated by reference into this Item 4. The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; the Issuer's commercial relationship with the Reporting Persons; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board of Directors of the Issuer (the "Board"), and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Sched

Interest in Securities of the

Item 5. Interest in Securities of the Issuer. (a) and (b) The information set forth in Items 7-13 of the cover pages is hereby incorporated by reference into this Item 5(a) and (b). (c) The information set forth in Items 3 and 4 is hereby incorporated by reference into this Item 5(c). Except as set forth in this Statement, neither the Reporting Persons nor, to the best knowledge of the Reporting Person, any of the persons set forth on Schedule 1, has effected any transactions in the Class A Ordinary Shares of the Issuer in the past 60 days. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. The following are exhibits to this Statement: Exhibit 99.1 Joint Filing Agreement, dated September 25, 2024, by and between Samvardhana Motherson International Limited and Samvardhana Motherson Automotive Systems Group B.V. Exhibit 99.2 Securities Purchase Agreement, dated September 15, 2024, by and between REE Automotive Ltd. and each of the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 6-K filed on September 17, 2024) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Date: September 26 , 2024 SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED By: /s/ Kunal Malani Name: Kunal Malani Title: Group CFO SAMVARDHANA MOTHERSON AUTOMOTIVE SYSTEMS GROUP B.V. By: /s/ Laksh Vaaman Sehgal Name: Laksh Vaaman Sehgal Title: Chief Executive Officer SCHEDULE 1 Executive Officers and Directors of SAMIL The name and principal occupation of each executive officer and director of SAMIL are set forth below. The address for each person listed below is c/o Samvardhana Motherson International Limited, Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai City, Mumbai, Maharashtra, India, 400051. None of the executive officers or directors of SAMIL owns any Class A Ordinary Shares, without par value, of REE Automotive Ltd. Executive Officers : Name Principal Occupation Citizenship Vivek Chaand Sehgal Chairman Australia Pankaj Mital Chief Operating Officer and Director India Kunal Malani Chief Financial Officer India Directors : Name Principal Occupation Citizenship Vivek Chaand Sehgal Director Australia Naveen Ganzu Director India Rekha Sethi Director India Veli Matti Ruotsala Director Finland Robert Joseph Remenar Director United States Laksh Vaaman Sehgal Director

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View this SC 13D filing on SEC EDGAR