Filed by Shift Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: CarLotz, Inc.
Commission File No. 001-38818
Date: August 12, 2022
This filing relates to the proposed business combination pursuant
to the terms of that certain Agreement and Plan of Merger, dated as
of August 9, 2022, by and among Shift Technologies, Inc. (“Shift”),
Shift Remarketing Operations, Inc., a direct wholly owned
subsidiary of Shift, and CarLotz, Inc. (“CarLotz”). On August 10,
2022, Shift Chief Executive Officer George Arison conducted a
television interview with the FOX Business Network on the national
program “Varney and Co.” to discuss matters related to Shift’s
business. The following is a transcript of that interview.
Shift Technologies, Inc.
Interview by George Arison, CEO
August 10, 2022, 9:53 a.m. ET
Participants
Stuart Varney - Varney & Co. Host
George Arison - Shift Technologies, Inc. Chief Executive
Officer
Stuart Varney - Varney & Co. Host
Today’s inflation report
reveals that used car prices went up 6.6 percent compared to a year
ago, but used car prices were down month on month. George Arison is
the CEO of Shift, a company which buys and sells used cars online.
George, welcome to the program.
George Arison - Shift
Technologies, Inc. Chief Executive Officer
Thanks for having
me.
Stuart Varney - Varney & Co. Host
From these numbers that we
saw today, 6.6 percent up over the past year, down a little in the
past month. Does that imply that used car prices have finally
peaked?
George Arison - Shift
Technologies, Inc. Chief Executive Officer
I suspect not yet
unfortunately. We still are seeing a lot of demand for cars, and
prices are so high. But what we’re actually seeing is people moving
downwards in the kinds of cars they want to buy, so people are
buying older vehicles that are slightly cheaper. For example, at
Shift, in Q1 we sold about 30 percent of what we call valued, 8+
year old cars. In Q3 I expect that number to be probably at least
50 percent higher and more than that in the value inventory. People
still need the vehicle, but they’re actually moving downward in the
kind of car they are purchasing.
Stuart Varney - Varney & Co. Host
One of the things we’re really interested in in this program is the
market for electric vehicles. My question to you is, does anyone
buy a used electric vehicle these days?
George Arison - Shift
Technologies, Inc. Chief Executive Officer
Well, at Shift, we’ve always
done really well with used cars that are electric or hybrid, and a
high percentage of those being sold with us versus their national
total. So from our perspective, the demand on those vehicles is
really high. When the war in Ukraine started, demand for gas
guzzlers definitely slowed because the prices were so high on gas,
so that definitely shifted people more towards hybrid vehicles and
electric cars. I suspect that’s going to continue for a long
time.
Stuart Varney - Varney & Co. Host
Does the value of an electric
car hold up? I was always told the battery is the big problem. If
you’ve got to replace that, you’ve got to replace the
car.
George Arison - Shift
Technologies, Inc. Chief Executive Officer
Well, right now, value for
all cars is holding, so it’s kind of hard to say if it’s
specifically electric cars or in general. For example, Teslas hold
their prices really well. Toyota hybrid cars are very popular, and
we can sell those as much as we can get our hands on. So those are
holding prices really well, as well.
Stuart Varney - Varney & Co. Host
We’re very interested in
Tesla holding its prices very well. Congratulations, George. I know
you’re going to step up to become the Board Chairman on September
1st, and you’re taking over CarLotz, another company. Thanks very
much, George Arison. Good to see you.
George Arison - Shift
Technologies, Inc. Chief Executive Officer
Thank you very
much.
Stuart Varney - Varney & Co. Host
You got it.
* * *
Important Additional Information
In connection with the proposed transaction, Shift Technologies,
Inc. (“Shift” or the “Company”) intends to file a registration
statement on Form S-4 with the Securities and Exchange Commission
(the “SEC”), that will include a joint proxy statement of Shift and
CarLotz, Inc. (“CarLotz”), that also constitutes a prospectus of
Shift (the “joint proxy statement/prospectus”). 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 with the SEC when they become
available, because they will contain important information. A
definitive joint proxy statement/prospectus will be sent to Shift’s
shareholders and to CarLotz’s shareholders. Security holders will
be able to 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 proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of proxies in connection
with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the joint proxy statement/prospectus when it
is 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
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. 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 includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward-looking statements, including those regarding the timing
and consummation of the transactions described herein, involve
risks and uncertainties. Shift’s and CarLotz’s experience and
results may differ materially from the experience and results
anticipated in such statements. A number of factors could cause
actual results or outcomes to differ materially from those
indicated by such forward-looking statements. These factors
include, but are not limited to: (1) the risk that the conditions
to the closing of the transaction are not satisfied, including the
risk that required approvals from the stockholders of Shift or
CarLotz for the transaction are not obtained; (2) litigation
relating to the transaction; (3) uncertainties as to the timing of
the consummation of the transaction and the ability of each party
to consummate the transaction; (4) risks that the proposed
transaction disrupts the current plans and operations of Shift or
CarLotz; (5) the ability of Shift and CarLotz to retain and hire
key personnel; (6) competitive responses to the proposed
transaction; (7) unexpected costs, charges or expenses resulting
from the transaction; (8) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction; (9) the combined companies’ ability
to achieve the synergies expected from the transaction, as well as
delays, challenges and expenses associated with integrating the
combined companies’ existing businesses; and (10) legislative,
regulatory and economic developments. Other factors that might
cause such a difference include those discussed in Shift’s and
CarLotz’s filings with the SEC, which include their Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and in the joint proxy statement/prospectus on Form S-4
to be filed in connection with the proposed transaction. For more
information, see the section entitled “Risk Factors” and the
forward-looking statements disclosure contained in Shift’s and
CarLotz’s Annual Reports on Form 10-K and in other filings. The
forward-looking statements included in this communication are made
only as of the date hereof and, except as required by federal
securities laws and rules and regulations of the SEC, Shift and
CarLotz undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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