Leading Water/Wastewater/Natural Gas
Corporation Serving 5 Million People Across 10 States is Deploying
XL Fleet’s Hybrid Electric Drive System on its Most Popular GM
Fleet Vehicles After Successful Trial
XL Fleet (the “Company”), a leader in vehicle electrification
solutions for commercial and municipal fleets, today announced that
Essential Utilities, Inc. (“Essential”) (NYSE: WTRG), one of the
largest publicly traded water, wastewater and natural gas providers
in the U.S., serving approximately 5 million people across 10
states under the Aqua and Peoples brands, is launching a pilot
program to electrify its two most popular commercial GM vehicle
platforms with the XLH™ hybrid electric drive system.
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(Photo: XL Fleet)
The initial pilot will include installing an XL Fleet hybrid
system onto a GMC Sierra 2500 HD pickup truck and GMC Savanna
Express van, two of Essential’s most widely deployed vehicles in
its water and natural gas divisions for applications including
Customer Service, Field Service, and Distribution. Essential,
headquartered in Bryn Mawr, PA, deploys a fleet of approximately
2,500 of these vehicles across 10 states. If the pilot is
successful on the first two platforms, Essential plans on
electrifying a larger percentage of its fleet with XL Fleet’s
hybrid and plug-in hybrid electric drive systems beginning in
2021.
“Essential has a strong and growing commitment to
sustainability, and XL Fleet’s hybrid system provides an innovative
way for us to reduce emissions without sacrificing the
mission-critical performance of our fleet vehicles,” said Charles
Stevenson, Vice President of Fleet Operations at Essential. “I
personally drove XL Fleet’s hybrid-equipped Silverado 3500 HD demo
unit during our preliminary trial and recorded a fuel economy
improvement of well over 30%, which is impressive for a vehicle of
that size and weight. If this pilot program is successful, we will
be able to substantially reduce our fuel costs and lower emissions
by scaling our deployment of these vehicles starting next
year.”
“XL Fleet’s electrified powertrain technology is a perfect fit
for companies like Essential, who are looking to immediately
electrify their fleet vehicles, but also have demanding drive
cycles and performance requirements that need to be met,” said
Brian Piern, Vice President of Sales and Marketing at XL Fleet. “We
are excited to be partnering with Essential as they begin their
journey toward a more sustainable fleet.”
Business Combination Update
XL Fleet remains on track to complete its previously announced
merger agreement with Pivotal Investment Corporation II (NYSE:
PIC), a publicly traded special purpose acquisition company, by the
end of December 2020. Upon closing, the combined company will be
named XL Fleet Corp. and its common stock and warrants will remain
listed on the New York Stock Exchange under new ticker symbols,
“XL” and “XL WS”, respectively.
On December 8, 2020, Pivotal announced that the U.S. Securities
and Exchange Commission has declared effective its registration
statement on Form S-4 (as amended, the “Registration Statement”),
which includes a definitive proxy statement/prospectus in
connection with its annual meeting of stockholders to consider the
merger agreement with XL Fleet (the “Annual Meeting”). Pivotal
recently announced that the Annual Meeting has been set for
December 21, 2020. Stockholders of record as of December 7, 2020
(the “Record Date”) will be eligible to vote at the Annual
Meeting.
Pivotal encourages all PIC stockholders to vote “FOR” ALL
PROPOSALS in advance of the Annual Meeting scheduled for 9:00 a.m.,
Eastern Time, on December 21, 2020, by telephone, via the Internet
or by signing, dating and returning the proxy card upon receipt by
following the easy instructions on the proxy card.
If you have any questions or need assistance voting, please
contact D.F. King & Co., Inc., our proxy solicitor, by calling
(800) 249-7120 or by email to XLFleet@dfking.com.
About XL Fleet
XL Fleet is a leading provider of vehicle electrification
solutions for commercial and municipal fleets in North America,
with more than 140 million miles driven by customers such as The
Coca-Cola Company, Verizon, Yale University and the City of Boston.
XL Fleet’s hybrid and plug-in hybrid electric drive systems can
increase fuel economy up to 25-50 percent and reduce carbon dioxide
emissions up to 20-33 percent, decreasing operating costs and
meeting sustainability goals while enhancing fleet operations. XL
Fleet's electric drive system was named one of TIME magazine's best
inventions of 2019. For additional information, please visit
www.xlfleet.com.
About Essential
Essential is one of the largest publicly traded water,
wastewater and natural gas providers in the U.S., serving
approximately 5 million people across 10 states under the Aqua and
Peoples brands. Essential is committed to excellence in proactive
infrastructure investment, regulatory expertise, operational
efficiency and environmental stewardship. Essential recognizes the
importance water and natural gas play in everyday life and is proud
to deliver safe, reliable services that contribute to the quality
of life in the communities it serves. For more information, visit
http://www.essential.co.
About Pivotal Investment Corporation II
Pivotal Investment Corporation II (NYSE: PIC) is a special
purpose acquisition company organized for the purpose of effecting
a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. On September
18, 2020, Pivotal announced that it had entered into a definitive
merger agreement with XL Fleet. Upon closing, the combined company
will be named XL Fleet and is expected to remain listed on the New
York Stock Exchange under a new ticker symbol, “XL”. For additional
information, please visit https://www.pivotalic.com/.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Pivotal and XL. Pivotal filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), which includes a proxy statement/prospectus
of Pivotal, and certain related documents, to be used at the
meeting of shareholders to approve the proposed business
combination and related matters. INVESTORS AND SECURITY HOLDERS OF
PIVOTAL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY
AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XL,
PIVOTAL AND THE BUSINESS COMBINATION. The definitive proxy
statement will be mailed to shareholders of Pivotal as of a record
date to be established for voting on the proposed business
combination. Investors and security holders will also be able to
obtain copies of the registration statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
web site at www.sec.gov.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Pivotal, XL and certain of their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the shareholders of Pivotal in favor of the
approval of the business combination and related matters.
Shareholders may obtain more detailed information regarding the
names, affiliations and interests of certain of Pivotal’s executive
officers and directors in the solicitation by reading Pivotal’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, and the proxy statement and other relevant materials filed
with the SEC in connection with the business combination when they
become available. Information concerning the interests of Pivotal’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement relating to the business combination
when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
other jurisdiction.
Forward Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this
press release regarding XL Fleet’s new product offerings, the
proposed business combination, including Pivotal’s ability to
consummate the transaction, the anticipated timing of the closing
of the business combination and benefits of the transaction, and
the combined company’s future financial performance, as well as the
combined company’s strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management, are forward-looking
statements. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. These statements may be
preceded by, followed by or include the words “anticipates,”
“believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,”
“will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or
“intends” or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in Pivotal’s Annual Report on Form 10-K for the year
ended December 31, 2019 under Risk Factors in Part I, Item 1A and
in Pivotal’s Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2020 and September 30, 2020. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
expressed in good faith, and Pivotal and XL believe there is a
reasonable basis for them. However, there can be no assurance that
the events, results or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and neither Pivotal nor XL
is under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law. Readers should carefully review the
statements set forth in the reports, which Pivotal has filed or
will file from time to time with the SEC.
In addition to factors previously disclosed in Pivotal’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: the parties’ ability to meet the closing
conditions to the merger, including approval by stockholders of
Pivotal and XL on the expected terms and schedule and the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger or the PIPE Offering; failure to realize the
benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; business disruption following the
transaction; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory
actions and reforms; risks associated with XL’s business, including
the highly competitive nature of XL’s business and the market for
hybrid electric vehicles; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in the
components necessary to support XL’s products and services; the
introduction of new technologies; privacy and data protection laws,
privacy or data breaches, or the loss of data; and the impact of
the COVID-19 pandemic on XL’s business, results of operations,
financial condition, regulatory compliance and customer
experience.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Pivotal’s and XL’s control. While all
projections are necessarily speculative, Pivotal and XL believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that Pivotal
and XL, or their respective representatives and advisors,
considered or consider the projections to be a reliable prediction
of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
in an investment in Pivotal and is not intended to form the basis
of an investment decision in Pivotal. All subsequent written and
oral forward-looking statements concerning Pivotal and XL, the
proposed transactions or other matters and attributable to Pivotal
and XL or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
Additional Forward Looking Statements Regarding Essential
Utilities, Inc.
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which generally include words such as “believes,” “expects,”
“intends,” “anticipates,” “estimates” and similar expressions.
Essential can give no assurance that any actual or future results
or events discussed in these statements will be achieved. Any
forward-looking statements represent Essential’s views only as of
today and should not be relied upon as representing its views as of
any subsequent date. Readers are cautioned that such
forward-looking statements are subject to a variety of risks and
uncertainties that could cause Essential’s actual results to differ
materially from the statements contained in this release. Such
forward-looking statements include, but are not limited to
statements relating to the capital to be invested by the water,
wastewater, and gas distribution divisions of the Company. There
are important factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements including the factors discussed in our Annual Report on
Form 10-K and our Quarterly Reports on Form 10-Q, which is filed
with the Securities and Exchange Commission. For more information
regarding risks and uncertainties associated with Essential’s
business, please refer to Essential’s annual, quarterly and other
SEC filings. Essential is not under any obligation - and expressly
disclaims any such obligation - to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201211005116/en/
For XL Fleet
Media: Eric Foellmer (617) 648-8551 efoellmer@xlfleet.com
Investors: ICR, Inc. XLFleetIR@icrinc.com
For Pivotal Investment Corporation II
Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher Gasthalter
& Co. (212) 257-4170 pivotal@gasthalter.com
For Essential
Media: Dan Lockwood (856) 981-5497
dmlockwood@aquaamerica.com
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