NEW YORK and OREM, Utah,
Aug. 30, 2021 /PRNewswire/
-- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company"),
a global company focused on driving the adoption of commercial
electric vehicles and associated energy consumption, today
announced it has entered into an agreement to acquire VIA Motors
International, Inc. ("VIA") in an all-stock transaction for a
100-percent ownership stake, subject to customary closing
conditions, including Ideanomics' shareholder approval.
VIA Motors, headquartered in Orem,
Utah, will manufacture electric commercial vehicles
including Class 2 through Class 5 cargo vans, trucks, and buses.
The company has deep experience in the vehicle electrification
market and continues to develop business relationships with
commercial fleets and distributors in the
United States, Canada, and
Mexico. VIA Motors is also working
with an autonomous technology company to provide electrification of
autonomous trucks for short-haul and mid-mile delivery.
VIA utilizes a scalable and flexible electric skateboard
platform for Class 2, 3, 4 and 5 vans and trucks, along with a
modular body approach that enables a capital-light single design
for its platforms, drive systems and vehicle models. VIA's
intellectual property portfolio extends to proprietary software and
control systems featuring embedded diagnostics and telematics to
significantly improve fleet operating costs, uptime, and routing
for superior life cycle economics.
"This is a transformative deal for Ideanomics," said
Shane McMahon, Executive Chairman of
Ideanomics. "As we continue to grow into a leader in the commercial
EV space VIA Motors adds valuable brand cachet and an exceptional
manufacturing discipline to our portfolio. Bob's proven executive
leadership has helped establish VIA as a market disruptor and we
are excited to welcome him and his team to the Ideanomics
family."
"This acquisition is aligned with our long-term strategy and
provides us an immediate leadership position in a rapidly growing
market and yet another path to accelerate EV adoption and
Ideanomics' market share. said Ideanomics Chief Executive Officer
Alf Poor. "It also provides
Ideanomics a full OEM manufacturing capability which are
synergistic to our other operating businesses."
"VIA Motors is changing last and mid-mile delivery with
innovative electric commercial vehicles that fleets can afford,"
said Bob Purcell, CEO of VIA Motors.
"Combining VIA with Ideanomics facilitates significant synergies,
while Ideanomics' financial and personnel resources provide the
backing we need to pursue an array of exciting growth prospects we
have identified. All of us at VIA Motors are delighted to join the
team to usher in the new era of electric commercial vehicles and
further the long-term growth strategy at Ideanomics."
Transaction Details
The agreement values VIA at $450
million. Under the terms of the agreement, after the
application of certain purchase price adjustments, VIA shareholders
will receive approximately 162 million shares of Ideanomics common
stock based on the 30-day VWAP of Ideanomics' common stock of
$2.34 as of August 27, 2021. VIA shareholders are expected to
own approximately 25% of the combined company, excluding the
potential earnout payment. Ideanomics is separately advancing
$50 million of financing to VIA in
the form of a secured convertible note issued by VIA to fund its
growth, which will be subject to the purchase price adjustment
described above.
VIA shareholders are eligible for potential earnout
consideration of up to $180 million.
The earnout is contingent upon pre-established vehicle delivery
volume thresholds through 2026. Earnout consideration will be paid
in Ideanomics stock.
The transaction is subject to regulatory approval, Ideanomics
shareholder approval, and other customary closing conditions and is
expected to close immediately following the Ideanomics
shareholders' meeting. The agreement has unanimous support
from the Ideanomics Board of Directors. Following the closing of
the transaction, VIA Motors will operate as a distinct business
unit reporting to Alf Poor,
Ideanomics CEO and the Ideanomics Board of Directors.
Advisors
Morgan Stanley & Co. LLC acted as exclusive financial
advisor to Ideanomics, with Venable LLP acting as Ideanomics' legal
advisor, Han Santos LLP acting as intellectual property counsel,
UHY Advisors acting as accounting and taxation advisor, and BJ
Arnold acting as business consultant. Blue Sea Advisors acted as
industry consultants to VIA, with Evercore acting as financial
advisor, and White and Case, LLP as legal advisors.
Conference Call Details
Ideanomics will host a conference call at 8:30am ET on
Monday, August 30, 2021 to discuss
the transaction. A live audio webcast and supplemental presentation
will be available online at
https://78449.themediaframe.com/dataconf/productusers/ssc/mediaframe/46459/indexl.html.
The conference call can also be accessed by dialing +1
877-407-3107. A replay will be available via webcast on-demand
listening shortly after completion of the call, at the same web
link, and will remain available for 30 days.
About Ideanomics
Ideanomics is a global
company focused on the convergence of financial services and
industries experiencing technological disruption. Our Ideanomics
Mobility division is a service provider which facilitates the
adoption of electric vehicles by commercial fleet operators through
offering vehicle procurement, finance and leasing, and energy
management solutions under our innovative sales to financing to
charging (S2F2C) business model. Ideanomics Capital is focused on
disruptive fintech solutions for the financial services industry.
Together, Ideanomics Mobility and Ideanomics Capital provide our
global customers and partners with leading technologies and
services designed to improve transparency, efficiency, and
accountability, and our shareholders with the opportunity to
participate in high-potential, growth industries.
VIA Motors International, Inc., is a leading
electric commercial vehicle company with proven advanced electric
drive technology, delivering sustainable mobility solutions for a
more livable world. VIA designs, manufactures and
markets electric commercial vehicles, with superior life-cycle
economics, for use across a broad cross-section of the global fleet
customer base. VIA's vehicles are optimized for each fleet's needs,
with intelligent software packages and fleet monitoring systems
that are designed to reduce cost and improve operating
efficiencies. VIA is a systems-driven company and strives to
optimize the total fleet experience including energy, maintenance,
uptime, route mapping and more, with reduced development time,
improved quality, driving comfort, energy efficiency and
connectivity. https://www.viamotors.com
Safe Harbor Statement
This press release
contains certain statements that may include "forward looking
statements". All statements other than statements of historical
fact included herein are "forward-looking statements." These
forward-looking statements are often identified by the use of
forward-looking terminology such as "believes," "expects" or
similar expressions, involve known and unknown risks and
uncertainties, and include statements regarding our proposed
acquisition of VIA, statements about the expected benefits of the
transaction, our business strategy and planned product offerings,
and potential future financial results. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, they do involve assumptions, risks and
uncertainties, and these expectations may prove to be incorrect.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of a
variety of risks and uncertainties, such as risks related to: our
ability to consummate the proposed transaction on a timely basis or
at all; our ability to successfully integrate VIA's operations and
personnel; our ability to implement our plan, forecasts and other
expectations with respect to VIA's business after the completion of
the transaction and realize expected synergies; our need to raise
substantial capital in order to support the combined company's
business plan; the satisfaction of the conditions precedent to
consummation of the proposed transaction; our ability to secure
regulatory approvals on the terms expected in a timely manner or at
all; our ability to realize the anticipated benefits of the
proposed transaction, including the possibility that the expected
benefits from the proposed transaction will not be realized or will
not be realized within the expected time period; disruption from
the transaction making it more difficult to maintain business and
operational relationships; any negative effects of the announcement
or the consummation of the proposed transaction on the market price
of our common stock or on our operating results; the impact of
significant transaction costs and unknown liabilities on our
operating results; the risk of litigation and/or regulatory actions
related to the proposed transaction; the exertion of management's
time and our resources, and other expenses incurred in connection
with the transaction; the effect of the announcement or pendency of
the transaction on the Company's and VIA's business relationships,
operating results, and business generally; the transformation of
our business model; fluctuations in our operating results; strain
to our personnel management, financial systems and other resources
as we grow our business; our ability to attract and retain key
employees and senior management; competitive pressure; and our
international operations. These risks, as well as other risks
related to the proposed transaction, will be described in the
registration statement on Form S-4 and proxy statement/prospectus
that will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the
list of factors to be presented in the registration statement on
Form S-4 are, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that
could cause actual results to differ materially from those
described in the forward-looking statements, please refer to our
periodic reports and other filings with the SEC, including the risk
factors identified in our most recent Quarterly Reports on Form
10-Q and Annual Report on Form 10-K; and other risks and
uncertainties disclosed under the sections entitled "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our most recent Form 10–K and Form
10–Q filed with the Securities and Exchange Commission, and similar
disclosures in subsequent reports filed with the SEC, which are
available on the SEC website at www.sec.gov. All forward–looking
statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these risk
factors. Other than as required under the securities laws, the
Company does not assume a duty to update these forward–looking
statements.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall 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. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Additional Information About the Merger and Where to Find
It
In connection with the proposed transaction, the Company intends
to file with the SEC a registration statement on Form S-4 that will
include a prospectus and proxy statement of the Company. The
Company may also file other relevant documents with the SEC
regarding the proposed transaction. This document is not a
substitute for the proxy statement/prospectus or registration
statement or any other document that the Company may file with the
SEC. The definitive proxy statement/prospectus (if and when
available) will be mailed to stockholders of the Company and VIA.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies
of the registration statement and proxy statement/prospectus (if
and when available) and other documents containing important
information about the Company, VIA and the proposed transaction,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free
of charge on the Company's website at Ideanomics.com or by
contacting the Company's Investor Relations department at
IR@Ideanomics.com.
Participants in the Solicitation
The Company, VIA and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of the
Company, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed
with the SEC on March 31, 2021. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when such materials
become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the Company or VIA using the sources
indicated above and below.
Investor Relations and Media Contacts:
Ideanomics, Inc.
Tony Sklar, SVP of Investor
Relations
1441 Broadway, Suite 5116, New York,
NY 10018
ir@ideanomics.com
Susan Donahue
Skyya PR
susan.donahue@skyya.com
651-283-8700 – mobile
646-454-9378 – office
Jeremy Ertl
Skyya PR
jeremy@skyya.com
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SOURCE Ideanomics