Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
September 12 2023 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨
Definitive Additional Materials
x
Soliciting Material under § 240.14a-12
ELECTRAMECCANICA VEHICLES CORP.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x
No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
On August 15, 2023, ElectraMeccanica
Vehicles Corp. (“ElectraMeccanica”) and Tevva Motors Limited (“Tevva”) announced that they have entered into an
arrangement agreement, pursuant to which ElectraMeccanica and Tevva have agreed to combine by way of a British Columbia statutory plan
of arrangement. This Schedule 14A filing consists of updated information posted on ElectraMeccanica’s microsite for the proposed
transaction on September 12, 2023.
![](https://www.sec.gov/Archives/edgar/data/1637736/000110465923100003/tm2325899d1_defa14aimg01.jpg) | SOLO Shareholder
Voting Journey
1
2
3
4
5
6
7
8
9
1. EMV and
Tevva announce
proposed
merger
agreement
2. EMV files
proxy with the
SEC
9. Proxy is
approved by
British
Columbia
Supreme
Court
3. Proxy
receives
clearance
from the SEC
4. Proxy
mailed out to
shareholders
5. EMV
shareholders
begin proxy
voting
process
6. 40-day
shareholder
voting period.
Shareholders can
cast their vote via
email, phone or
mail
8. Outcome of
vote for EMV to
potentially
merge with
Tevva
announced
What is a Proxy?
Before the shareholders
meeting is held, EMV will
issue a proxy solicitation
to all voting shareholders.
This solicitation contains
information about the
proposed merger
agreement, and also
notes all items requiring a
shareholder vote
Explaining key
dates*:
Record date. The date on which
the company identifies which
shareholders are eligible to vote
at the shareholders meeting. It is
usually not more than 60 days
prior to the date of the meeting.
Mailing date. The date on which
the proxy materials are to be
mailed.
Meeting date. The date of the
shareholders meeting. This is
normally limited by state law to
be at least 10 days after the
mailing date. The interval is
usually a number of weeks
longer, to give shareholders time
to submit their proxy cards.
*actual proxy voting dates for EMV still TBD
7. Voting period
concludes;
Proxy solicitors
begin tallying
votes
10. NASDAQ
new listing
approval for
TVVA
A summary of the general steps in a proxy voting process; specific
timing of these steps with respect to Tevva and EMV will be determined
beginning in late September 2023 |
Additional Information and Where to Find It
In connection with the proposed merger, ElectraMeccanica intends to
file with the SEC a preliminary and definitive proxy statement and management information circular (the “Circulars”) relating
to the proposed transaction and other relevant documents. The definitive Circular will be mailed to ElectraMeccanica’s shareholders
as of a record date to be established for voting on the proposed transaction and any other matters to be voted on at the special meeting.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE CIRCULARS, ANY AMENDMENTS
OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE IN THE CIRCULARS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRAMECCANICA, TEVVA AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) on the SEC’s
website at www.sec.gov, on the Canadian Securities Administrators website at www.sedar.com, on ElectraMeccanica’s
website at https://ir.emvauto.com/ or by contacting ElectraMeccanica’s Investor Relations via email at IR@emvauto.com.
Participants in the Solicitation
ElectraMeccanica and its directors and certain of its executive officers
may be deemed participants in the solicitation of proxies from the shareholders of ElectraMeccanica in connection with the proposed transaction
and any other matters to be voted on at the special meeting. Information regarding the names, affiliations and interests of such directors
and executive officers will be included in the preliminary and definitive Circulars (when available). Additional information regarding
such directors and executive officers is included in ElectraMeccanica’s Annual Report on Form 10-K for the year ended December 31,
2022, which was filed with the SEC on April 17, 2023. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of proxies of ElectraMeccanica’s shareholders in connection with the proposed transaction and any other matters
to be voted upon at the special meeting will be set forth in the preliminary and definitive Circulars (when available).
These documents will be available free of charge as described in the
preceding paragraph.
Safe Harbor Statement
This document includes “forward-looking statements” within
the meaning of U.S. federal securities laws and applicable Canadian securities laws. 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 Tevva, such as statements regarding the combined operations and prospects of ElectraMeccanica and Tevva, the current
and projected market, growth opportunities and synergies for the combined company, geographic expansion plans, 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 Tevva and are subject to known and unknown
risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:
| · | the ability of the combined company to further penetrate the U.K. and EU markets, and start operations in the U.S. market with Tevva’s
commercial vehicles without having any prior experience selling Tevva’s vehicles in the U.S. market; |
| · | the total addressable market of ElectraMeccanica, Tevva and of the combined business; |
| · | general economic conditions in the markets where ElectraMeccanica and Tevva operate and where the combined company will operate; |
| · | the expected timing of regulatory approvals relating to the proposed transaction, the businesses of ElectraMeccanica and Tevva 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 and the combined company’s compliance with, and changes to, applicable laws and regulations; |
| · | ElectraMeccanica’s 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 our intellectual property; |
| · | ElectraMeccanica’s and the combined company’s ability to list the common stock of the combined company on Nasdaq; |
| · | ElectraMeccanica’s and the combined company’s ability to defend against legal proceedings; |
| · | the combined company’s success in retaining or recruiting, or changes required in, our Officers, key employees or Directors; |
| · | the ability to successfully integrate the businesses of ElectraMeccanica and Tevva after the completion of the proposed transaction; |
| · | 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 risk that if the proposed transaction does not close that Tevva is unable
to repay the $6 million credit facility provided by ElectraMeccanica; |
| · | the risk that the proposed transaction may not be accretive to ElectraMeccanica’s shareholders; 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, and its subsequent 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 or the combined company.
Forward-looking statements speak only as of the date they are made, and ElectraMeccanica, Tevva and the combined company undertake 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 they are expressly required to do so by law.
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