ElectraMeccanica Founder and Former Board Member Jerry Kroll Agrees to Vote in Favor of Proposed Combination with Xos, Inc.
01 Mars 2024 - 3:15PM
Business Wire
ElectraMeccanica (NASDAQ: SOLO) (“ElectraMeccanica”), a designer
and assembler of electric vehicles, announced today that founder
and former board member Jerry Kroll has agreed to vote in favor of
the ElectraMeccanica’s proposed combination with Xos, Inc. (NASDAQ:
XOS) (“Xos”), a leading electric truck manufacturer and fleet
electrification services provider, at the upcoming special meeting
of ElectraMeccanica shareholders on Wednesday, March 20th.
“My goal was always to be involved with a company that could put
the last gas station out of business, and I believe that combining
ElectraMeccanica with Xos will create an entity that contributes to
doing just that,” said Kroll. He continued, “Zero emissions
commercial vehicles are a smart application of EV technology, there
is clear market demand, and the ownership economics make good
business sense for fleet operators. Ultimately, I’m voting my
shares in support of a transaction that I believe will not only
create economic value, but also help fulfill a mission that I
remain passionately committed to.”
ElectraMeccanica CEO, Susan E. Docherty, commented “Jerry’s
support is appreciated, and speaks to the strong potential of our
proposed combination with Xos. As both a founder with a clear
vision, and a significant shareholder, Jerry shares our belief that
this transaction represents an opportunity to participate in Xos’
anticipated future growth. Xos is in-market today, with a great
product that its customers love, and we are excited about what lies
ahead as the company scales to meet demand from commercial fleet
operators.”
Additional information about the proposed combination, including
information about how shareholders may vote, can be found at:
xosandemv.com.
Shareholders who have questions or need assistance with voting
their shares should contact ElectraMeccanica’s proxy solicitation
agents:
Canada: Laurel Hill Advisory Group - 1-877-452-7184 or
assistance@laurelhill.com
United States: Mackenzie Partners - 1-800-322-2885 or
proxy@mackenziepartners.com
About ElectraMeccanica
ElectraMeccanica (NASDAQ: SOLO) is a designer and assembler of
environmentally efficient electric vehicles that will enhance the
urban driving experience, including commuting, delivery and shared
mobility.
Additional Information and Where to Find It
Xos and ElectraMeccanica have mailed a joint proxy
statement/management information circular (the “Joint Proxy
Statement/Circular”) and a proxy card to Xos’ stockholders and
ElectraMeccanica’s shareholders as of the record date established
for voting on the matters related to the proposed transaction (the
“Arrangement”) and any other matters to be voted on at the special
meetings of Xos’ stockholders and ElectraMeccanica’s shareholders,
respectively. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/CIRCULAR (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO), AS APPLICABLE, AND ANY OTHER DOCUMENTS THAT XOS AND
ELECTRAMECCANICA WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") IN CONNECTION WITH THE PROPOSED TRANSACTION,
OR INCORPORATE BY REFERENCE IN THE JOINT PROXY STATEMENT/CIRCULAR
AND MANAGEMENT INFORMATION CIRCULARS, AS APPLICABLE, WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Security holders may obtain free copies of the joint preliminary
and definitive proxy statements and management information
circulars (including any amendments or supplements thereto) and any
other relevant documents filed by Xos and ElectraMeccanica with the
SEC in connection with the proposed transaction (when they become
available) on the SEC’s website at www.sec.gov, on the Canadian
System for Electronic Document Analysis and Retrieval+ website at
https://www.sedarplus.ca/, on Xos’ website at www.xostrucks.com, by
contacting Xos’ investor relations via email at
investors@xostrucks.com, on ElectraMeccanica’s website at
https://ir.emvauto.com, or by contacting ElectraMeccanica’s
Investor Relations via email at IR@emvauto.com, as applicable.
Non-Solicitation
This communication will not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor will there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Safe Harbor Statement
This press release includes “forward-looking statements” within
the meaning of U.S. federal securities laws and applicable Canadian
securities laws. These forward-looking statements are subject to
the safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
words or expressions such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates,” “may,” “will,” “projects,”
“could,” “should,” “would,” “seek,” “forecast,” or other similar
expressions. Forward-looking statements represent current judgments
about possible future events, including, but not limited to
statements regarding expectations or forecasts of business,
operations, financial performance, prospects, and other plans,
intentions, expectations, estimates, and beliefs relating to the
proposed transaction between ElectraMeccanica and Xos, such as
statements regarding the combined operations and prospects of
ElectraMeccanica and Xos, the current and projected market, growth
opportunities and synergies for the combined company, and the
timing and completion of the proposed transaction, including the
satisfaction or waiver of all the required conditions thereto.
These forward-looking statements are based upon the current beliefs
and expectations of the management of ElectraMeccanica and are
subject to known and unknown risks and uncertainties. Factors that
could cause actual events to differ include, but are not limited
to:
- ElectraMeccanica’s ability to maintain its net cash balance
prior to the effective time of the Arrangement;
- the ability of the combined company to further penetrate the
U.S. market;
- the total addressable market of Xos’ business;
- general economic conditions in the markets where Xos
operates;
- the expected timing of any regulatory approvals relating to the
proposed transaction, the businesses of ElectraMeccanica and Xos
and of the combined company and product launches of such businesses
and companies;
- non-performance of third-party vendors and contractors;
- risks related to the combined company’s ability to successfully
sell its products and the market reception to and performance of
its products;
- ElectraMeccanica’s, Xos’, and the combined company’s compliance
with, and changes to, applicable laws and regulations;
- ElectraMeccanica’s, Xos’, and the combined company’s limited
operating history;
- the combined company’s ability to manage growth;
- the combined company’s ability to obtain additional
financing;
- the combined company’s ability to expand product
offerings;
- the combined company’s ability to compete with others in its
industry;
- the combined company’s ability to protect its intellectual
property;
- ElectraMeccanica’s, Xos’, and the combined company’s ability to
defend against legal proceedings;
- the combined company’s success in retaining or recruiting, or
changes required in, its officers, key employees or directors;
- the combined company’s ability to achieve the expected benefits
from the proposed transaction within the expected time frames or at
all;
- the incurrence of unexpected costs, liabilities or delays
relating to the proposed transaction;
- the satisfaction (or waiver) of closing conditions to the
consummation of the proposed transaction, including with respect to
the approval of Xos’ stockholders and ElectraMeccanica’s
shareholders;
- the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the definitive
arrangement agreement;
- the effect of the announcement or pendency of the transaction
on the combined company’s business relationships, operating results
and business generally; and
- other economic, business, competitive, and regulatory factors
affecting the businesses of the companies generally, including but
not limited to those set forth in ElectraMeccanica’s filings with
the SEC, including in the “Risk Factors” section of
ElectraMeccanica’s Annual Report on Form 10-K filed with the SEC on
April 17, 2023, ElectraMeccanica’s Quarterly Report on Form 10-Q
filed with the SEC on November 3, 2023 and any subsequent SEC
filings, and those set forth in Xos’ filings with the SEC,
including in the “Risk Factors” section of Xos’ Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023 and any
subsequent SEC filings. These documents with respect to
ElectraMeccanica can be accessed on ElectraMeccanica’s website at
https://ir.emvauto.com/filings/sec-filings/default.aspx and these
documents with respect to Xos can be accessed on Xos’ web page at
https://www.xostrucks.com/investor-overview/ by clicking on the
link “SEC Filings.”
Readers are cautioned not to place undue reliance on
forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of ElectraMeccanica,
Xos or the combined company. Forward-looking statements speak only
as of the date they are made, and ElectraMeccanica undertakes no
obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information,
future events, or other factors that affect the subject of these
statements, except where expressly required to do so by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240301414903/en/
Investors and Media: ElectraMeccanica Contact: John
Franklin ir@emvauto.com
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