CarLotz, Inc. (the “Company” or “CarLotz”; NASDAQ: LOTZ), a
consignment-to-retail used vehicle marketplace, is pleased to
announce that today the Company’s stockholders approved the
Agreement and Plan of Merger, dated August 9, 2022, among Shift
Technologies, Inc. (“Shift”), Shift Remarketing Operations, Inc.
(“Merger Sub”) and the Company, pursuant to which, among other
things and subject to the terms and conditions contained therein,
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and as a wholly owned
subsidiary of Shift (the “Merger”). The proposal to approve the
Merger Agreement was passed by stockholders voting at the Company’s
special meeting of stockholders (the “CarLotz Special Meeting”)
held virtually on December 7, 2022.
At the CarLotz Special Meeting stockholders also approved the
adjournment of the CarLotz Special Meeting, if necessary or
appropriate, to solicit additional proxies if there were
insufficient votes at the time of the CarLotz Special Meeting to
approve the Merger Agreement. No motion to adjourn the CarLotz
Special Meeting was made because adjournment of the CarLotz Special
Meeting was determined not to be necessary or appropriate.
The adoption of the Merger Agreement required the affirmative
vote of stockholders holding a majority of the outstanding shares
of CarLotz’s common stock entitled to vote at the close of business
on October 27, 2022, the record date for the CarLotz Special
Meeting.
The Merger is expected to close on or about December 9, 2022,
subject to the satisfaction of customary closing conditions. At the
time the transaction is complete, CarLotz shares will be converted
to Shift shares and CarLotz shares will cease trading on
Nasdaq.
About CarLotz
CarLotz operates a consignment-to-retail used vehicle
marketplace that provides our corporate vehicle sourcing partners
and retail sellers of used vehicles with the ability to easily
access the retail sales channel. Our mission is to create the
world's greatest vehicle buying and selling experience. We operate
a technology-enabled buying, sourcing, and selling model that
offers an omni-channel experience and diverse selection of
vehicles. Our proprietary technology provides our corporate vehicle
sourcing partners with real-time performance metrics and data
analytics, along with custom business intelligence reporting that
enables vehicle triage optimization between the wholesale and
retail channels.
Important Additional Information
In connection with the pending Merger, Shift has filed a
registration statement on Form S-4 with the SEC, that includes a
joint proxy statement of Shift and CarLotz, that also constitutes a
prospectus of Shift (the “joint proxy statement/prospectus”), which
has become effective. Security holders of Shift and CarLotz are
urged to carefully read the entire registration statement and joint
proxy statement/prospectus and other relevant documents filed or to
be filed with the SEC when they become available, because they will
contain important information. A definitive joint proxy
statement/prospectus has been sent to Shift’s stockholders and to
CarLotz’s stockholders. Security holders may obtain the
registration statement and the joint proxy statement/prospectus
from the SEC’s website or from Shift or CarLotz as described in the
paragraph below.
The documents filed by Shift with the SEC may be obtained free
of charge at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from Shift by requesting them by
mail at 290 Division Street, Suite 400, San Francisco, California
94103. The documents filed by CarLotz with the SEC may be obtained
free of charge at the SEC’s website at www.sec.gov. These documents
may also be obtained free of charge from CarLotz by requesting them
by mail at 3301 W. Moore St., Richmond, Virginia 23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies in connection with the pending Merger.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of proxies in
connection with the pending Merger, including a description of
their direct or indirect interests, by security holdings or
otherwise, is set forth in the joint proxy statement/prospectus
filed with the SEC. Information about the directors and executive
officers of CarLotz is set forth in the definitive proxy statement
for CarLotz’s 2022 annual meeting of stockholders, as previously
filed with the SEC on April 29, 2022 and in CarLotz’s Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the
SEC on March 15, 2022, as supplemented by CarLotz’s subsequent
filings with the SEC. Information about the directors and executive
officers of Shift and their ownership of Shift shares is set forth
in the definitive proxy statement for Shift’s 2022 annual meeting
of stockholders, as previously filed with the SEC on June 26, 2022,
as supplemented by Shift’s subsequent filings with the SEC. Free
copies of these documents may be obtained as described in the
paragraph above.
No Offer or Solicitation
This communication shall 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 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 offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding, among other things, the plans, strategies and prospects,
both business and financial, of the Company. These statements are
based on the beliefs and assumptions of our management team.
Although we believe our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business
strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or
include the words “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or similar expressions. These
forward-looking statements are subject to a number of risks and
uncertainties, including our ability to satisfy the conditions to
closing and complete the proposed Merger pursuant to the Merger
Agreement; the timing of the Merger and the occurrence of any
event, change, or other circumstances that could delay or prevent
completion of the proposed Merger or give rise to the termination
of the Merger Agreement; the impact of the Merger on the business
and future financial and operating results of the Company and
Shift; our ability to manage our business through and following the
COVID-19 pandemic and the related semi-conductor chip and labor
shortages, including to achieve the anticipated benefits from the
announced closure of certain hub locations; our ability to achieve
revenue growth and profitability in the future; our ability to
innovate and expand our technological capabilities; our ability to
effectively optimize our reconditioning operations; our ability to
grow existing vehicle sourcing accounts and key vehicle channels;
our ability to add new corporate vehicle sourcing accounts and
increase consumer sourcing; our ability to have sufficient and
suitable inventory for resale; our ability to increase our service
offerings and price optimization; our ability to effectively
promote our brand and increase brand awareness; our ability to
expand our product offerings and introduce additional products and
services; our ability to improve future operating and financial
results; our ability to obtain financing in the future; our ability
to acquire and protect intellectual property; our ability to
attract, train and retain key personnel, including sales and
customer service personnel; our ability to acquire and integrate
other companies and technologies; our ability to remediate material
weaknesses in internal control over financial reporting; our
ability to comply with laws and regulations applicable to our
business; our ability to successfully defend litigation; and our
ability to successfully deploy the proceeds from the merger
pursuant to that certain Agreement and Plan of Merger, dated as of
October 21, 2020 (as amended by Amendment No. 1, dated December 16,
2020), by and among CarLotz, Inc. (f/k/a Acamar Partners
Acquisition Corp.), Acamar Partners Sub, Inc., a wholly owned
subsidiary of CarLotz, Inc., and CarLotz Group, Inc. (f/k/a
CarLotz, Inc.) (“Former CarLotz”), pursuant to which Acamar
Partners Sub, Inc. merged with and into Former CarLotz, with Former
CarLotz surviving as the surviving company and as a wholly owned
subsidiary of CarLotz, Inc., and those factors discussed in the
section entitled “Risk Factors” in our Quarterly Reports on Form
10-Q filed with the SEC on May 9, 2022, August 9, 2022 and November
8, 2022 and Item 1A “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2021, filed with the SEC on
March 15, 2022, and those described from time to time in our future
reports filed with the SEC. Many of these risk factors are outside
of our control, and as such, they involve risks which are not
currently known that could cause actual results to differ
materially from those discussed or implied herein. The
forward-looking statements in this communication are made as of the
date on which they are made and we do not undertake to update our
forward-looking statements.
Investors:
Susan Lewis, VP - Investor
Relations, slewis@carlotz.com
Media:
Leslie Griles, Leslie.Griles@CarLotz.com
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