Tempo Automation’s Merger With ACE Convergence Acquisition Corp.

Skadden, Arps, Slate, Meagher & Flom advised ACE Convergence Acquisition Corp., while Latham & Watkins advised Tempo in the transaction. Paul Hastings acted as legal counsel to the placement agents.

ACE Convergence Acquisition Corp. (“ACE”), a special-purpose acquisition company focusing on industrial and enterprise IT, announced with Tempo Automation, Inc. (“Tempo”), a leading software-accelerated electronics manufacturer, that they have entered into a definitive merger agreement. Upon closing of the transaction, the combined operating entity will be renamed “Tempo Automation Holdings, Inc.” and shares of its common stock are expected to trade on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbol “TMPO”.

Approximately $919 million is estimated as post-transaction equity value based on current assumptions with up to $391 million in gross cash proceeds to the company consisting of $230 million from cash in trust by ACE, assuming no redemptions by shareholders of ACE and $161 million from other financing sources.

Tempo Automation is a leading software-accelerated electronics manufacturer, transforming the way top companies innovate and bring new products to market. Tempo’s unique automated manufacturing platform optimizes the complex process of printed circuit board manufacturing to deliver unmatched quality, speed and agility

ACE Convergence Acquisition Corp. (Nasdaq: ACEV) is a $230 million special purpose acquisition company focusing on industrial and enterprise IT and semiconductors.

Citigroup Global Markets Inc. acted as exclusive financial advisor to Tempo. Jefferies LLC is exclusive financial advisor and capital markets advisor to ACE. Citigroup Global Markets Inc. and Jefferies LLC acted as joint placement agents to ACE on the PIPE transaction.

The Skadden team included Corporate partner Michael Mies (Picture), counsel Christopher Bors, and associates Alexander Jee, Angela Kim, Michelle Cho and Elena Pinsker; Tax partner Victor Hollender (New York); Executive Compensation and Benefits counsel Kristin Davis; Labor and Employment Law partner Karen Corman (Los Angeles); Intellectual Property and Technology partner Ken Kumayama; Antitrust/Competition counsel Andreas Kafetzopoulos (Brussels); and CFIUS and National Security partner Michael Leiter (Washington, D.C.) and counsel Brooks Allen (Washington, D.C.). All attorneys are located in Palo Alto unless otherwise noted.

Latham & Watkins LLP advised Tempo on the transaction with a corporate team led by Houston partners Ryan Maierson and Thomas Brandt and Washington, D.C. partner Patrick Shannon, with Houston associates Bryan Ryan, Paul Robe, Chad Leiper, Ziyad Barghouthy, and Morgen Seim. Advice was also provided by Los Angeles/Century City partner Pardis Zomorodi with Century City associate Joseph Marcus on tax matters; Washington, D.C. partner Jason Cruise and Frankfurt partner Max Hauser with Washington D.C. counsel Patrick English and Frankfurt associate Alisia Haber on antitrust matters; Bay Area partner Julie Crisp with Los Angeles associate Tara McCarney on benefits and compensation matters; and Bay Area partner Michelle Ontiveros Gross with associate Caroline Omotayo on IP and data privacy matters.

Involved fees earner: Ziyad Barghouthy – Latham & Watkins; Thomas Brandt – Latham & Watkins; Julie Crisp – Latham & Watkins; Jason Cruise – Latham & Watkins; Patrick English – Latham & Watkins; Alisia Maria Haber – Latham & Watkins; Sebastian Max Hauser – Latham & Watkins; Chad Leiper – Latham & Watkins; Ryan Maierson – Latham & Watkins; Joseph Marcus – Latham & Watkins; Tara McCarney – Latham & Watkins; Caroline Omotayo – Latham & Watkins; Michelle Gross – Latham & Watkins; Paul Robe – Latham & Watkins; Bryan Ryan – Latham & Watkins; Patrick Shannon – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; Brooks Allen – Skadden Arps Slate Meager & Flom; Christopher Bors – Skadden Arps Slate Meager & Flom; Michelle Cho – Skadden Arps Slate Meager & Flom; Karen Corman – Skadden Arps Slate Meager & Flom; Kristin Davis – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom; Alexander Jee – Skadden Arps Slate Meager & Flom; Andreas Kafetzopoulos – Skadden Arps Slate Meager & Flom; Angela Kim – Skadden Arps Slate Meager & Flom; Ken Kumayama – Skadden Arps Slate Meager & Flom; Michael Leiter – Skadden Arps Slate Meager & Flom; Michael Mies – Skadden Arps Slate Meager & Flom; Elena Pinsker – Skadden Arps Slate Meager & Flom;

Law Firms: Latham & Watkins; Skadden Arps Slate Meager & Flom;

Clients: Ace Convergence Acquisition Corp.; Tempo Automation;