Xos, Inc. (NASDAQ: XOS) (“Xos”), a leading electric truck
manufacturer and fleet electrification services provider, and
ElectraMeccanica (NASDAQ: SOLO) (“ElectraMeccanica”), a designer
and assembler of electric vehicles, are pleased to announce a joint
conference call for shareholders that will take place on Wednesday,
January 24, at 9:15am ET.
During the webcast, ElectraMeccanica CEO Susan E. Docherty and
Xos CEO Dakota Semler will provide further information for
investors about their proposed business combination that was
announced on January 11th, 2024.
Interested parties can register for the event up to 15 minutes
before it begins using the following link:
https://app.webinar.net/nlWDgOmx3PK. A recording of the call will
be available after the event at: ir.emvauto.com.
About Xos, Inc.
Xos is a leading technology company, electric truck
manufacturer, and fleet services provider for battery-electric
fleets. Xos vehicles and fleet management software are
purpose-built for medium- and heavy-duty commercial vehicles that
travel on last-mile, back-to-base routes. The company leverages its
proprietary technologies to provide commercial fleets with
battery-electric vehicles that are easier to maintain and more
cost-efficient on a total cost of ownership (TCO) basis than their
internal combustion engine counterparts. For more information,
please visit www.xostrucks.com.
About ElectraMeccanica
ElectraMeccanica (NASDAQ: SOLO) is a designer and assembler of
environmentally efficient electric vehicles that will enhance the
urban driving experience, including commuting, delivery and shared
mobility.
Additional Information and Where to Find It
In connection with the proposed transaction, Xos and
ElectraMeccanica intend to file with the U.S. Securities and
Exchange Commission (the “SEC”) joint preliminary and definitive
proxy statements, including management information circulars, and
other relevant documents relating to the proposed transaction.
Promptly after filing the joint definitive proxy statement with the
SEC, Xos and ElectraMeccanica will mail the joint definitive proxy
statement, including management information circular, and a proxy
card to Xos’ stockholders and ElectraMeccanica’s shareholders as of
a record date to be established for voting on the matters related
to the proposed transaction and any other matters to be voted on at
the special meetings of Xos’ stockholders and ElectraMeccanica’s
shareholders, respectively. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), AS APPLICABLE, AND ANY OTHER
DOCUMENTS THAT XOS AND ELECTRAMECCANICA WILL FILE WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, OR INCORPORATE BY
REFERENCE IN THE JOINT PROXY STATEMENTS AND MANAGEMENT INFORMATION
CIRCULARS, AS APPLICABLE, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain
free copies of the joint preliminary and definitive proxy
statements and management information circulars (including any
amendments or supplements thereto) and any other relevant documents
filed by Xos and ElectraMeccanica with the SEC in connection with
the proposed transaction (when they become available) on the SEC’s
website at www.sec.gov, on the Canadian System for Electronic
Document Analysis and Retrieval+ website at
https://www.sedarplus.ca/, on Xos’ website at www.xostrucks.com, by
contacting Xos’ investor relations via email at
investors@xostrucks.com, on ElectraMeccanica’s website at
https://ir.emvauto.com, or by contacting ElectraMeccanica’s
Investor Relations via email at IR@emvauto.com, as applicable.
Participants in the Solicitation
Xos and its directors and certain of its executive officers,
consisting of Stuart Bernstein, Burt Jordan, Alice K. Jackson,
George N. Mattson and Ed Rapp, who are the non-employee members of
the board of directors of Xos, Dakota Semler, Chief Executive
Officer and a director of Xos, Giordano Sordoni, Chief Operating
Officer and a director of Xos, Liana Pogosyan, Vice President of
Finance and Acting Chief Financial Officer of Xos, and Christen
Romero, General Counsel of Xos, are participants in the
solicitation of proxies from the stockholders of Xos in connection
with matters related to the proposed transaction and any other
matters to be voted on at the special meeting of stockholders of
Xos. Information regarding Xos’ directors and certain of its
executive officers, including a description of their direct or
indirect interests, by security holdings or otherwise, can be found
under the captions “Security Ownership of Certain Beneficial Owners
and Management,” “Executive Compensation-Outstanding Equity Awards
at 2022 Fiscal Year-End,” and “Executive Compensation-Director
Compensation” contained in Xos’ definitive proxy statement on
Schedule 14A for its 2023 annual meeting of the stockholders (the
“2023 Xos Proxy Statement”), which was filed with the SEC on April
20, 2023. To the extent that Xos’ directors and executive officers
and their respective affiliates have acquired or disposed of
security holdings since the applicable “as of” date disclosed in
the 2023 Xos Proxy Statement, such transactions have been or will
be reflected on Statements of Changes in Beneficial Ownership on
Form 4 filed with the SEC. Other information regarding the
participants in the proxy solicitation and a description of their
interests will be contained in the joint preliminary and definitive
proxy statements and management information circulars for Xos’
special meeting of stockholders and other relevant materials to be
filed with the SEC in respect of the proposed transaction when they
become available.
ElectraMeccanica and its directors and certain of its executive
officers, consisting of Luisa Ingargiola, Dietmar Ostermann,
Michael Richardson, Steven Sanders, David Shemmans and Joanne Yan,
who are the non-employee members of the board of directors of
ElectraMeccanica, Susan Docherty, Chief Executive Officer, Interim
Chief Operating Officer and a director of ElectraMeccanica, Kim
Brink, Chief Revenue Officer of ElectraMeccanica, Michael Bridge,
General Counsel and Secretary of ElectraMeccanica, and Stephen
Johnston, Chief Financial Officer of ElectraMeccanica, are
participants in the solicitation of proxies from the shareholders
of ElectraMeccanica in connection with matters related to the
proposed transaction and any other matters to be voted on at the
special meeting of the shareholders of ElectraMeccanica.
Information regarding ElectraMeccanica’s directors and certain of
its executive officers, including a description of their direct or
indirect interests, by security holdings or otherwise, can be found
under the captions “Security Ownership of Certain Beneficial Owners
and Management,” “Executive Compensation,” and “Director
Compensation” contained in ElectraMeccanica’s definitive proxy
statement on Schedule 14A for its 2023 annual general meeting of
shareholders (the “2023 ElectraMeccanica Proxy Statement”), which
was filed with the SEC and applicable Canadian securities
regulatory authorities on November 22, 2023. To the extent that
ElectraMeccanica’s directors and executive officers and their
respective affiliates have acquired or disposed of security
holdings since the applicable “as of” date disclosed in the 2023
ElectraMeccanica Proxy Statement, such transactions have been or
will be reflected on Statements of Changes in Beneficial Ownership
on Form 4 filed with the SEC, including the Form 4s filed with the
SEC on March 24, 2023 with respect to Michael Bridge, and on
January 5, 2024 with respect to Stephen Johnston. Other information
regarding the participants in the proxy solicitation and a
description of their interests will be contained in the joint
preliminary and definitive proxy statements and management
information circulars for ElectraMeccanica’s special meeting of
shareholders and any other relevant materials to be filed with the
SEC and applicable Canadian securities regulatory authorities in
respect of the proposed transaction when they become available.
These documents are available free of charge from the sources
described in the preceding section titled “Additional Information
and Where to Find It.”
Non-Solicitation
This communication will 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 will 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.
Safe Harbor Statement
This press release and related comments by management of
ElectraMeccanica and Xos include “forward-looking statements”
within the meaning of U.S. federal securities laws and applicable
Canadian securities laws. These forward-looking statements are
subject to the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. 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 Xos, such as
statements regarding the combined operations and prospects of
ElectraMeccanica and Xos, the current and projected market, growth
opportunities and synergies for the combined company, federal and
state regulatory tailwinds, expectations and intentions provided by
ElectraMeccanica to Xos, the expected cash balance of
ElectraMeccanica at the time of the closing of the proposed
transaction, expectations regarding Xos’ ability to leverage
ElectraMeccanica’s assets, the expected composition of the
management and the board of directors of the combined company,
gross margin and future profitability expectations, 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 Xos 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.S. market;
- the total addressable market of Xos’ business;
- general economic conditions in the markets where Xos
operates;
- the expected timing of any regulatory approvals relating to the
proposed transaction, the businesses of ElectraMeccanica and Xos
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, Xos’, and the combined company’s compliance
with, and changes to, applicable laws and regulations;
- ElectraMeccanica’s, Xos’, 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 its intellectual
property;
- ElectraMeccanica’s, Xos’, and the combined company’s ability to
defend against legal proceedings;
- the combined company’s success in retaining or recruiting, or
changes required in, its officers, key employees or directors;
- 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 satisfaction (or waiver) of closing conditions to the
consummation of the proposed transaction, including with respect to
the approval of Xos’ stockholders and ElectraMeccanica’s
shareholders;
- the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the definitive
arrangement agreement;
- the effect of the announcement or pendency of the transaction
on the combined company’s business relationships, operating results
and business generally; 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, ElectraMeccanica’s Quarterly
Report on Form 10-Q filed with the SEC on November 3, 2023 and any
subsequent SEC filings, and those set forth in Xos’ filings with
the SEC, including in the “Risk Factors” section of Xos’ Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023 and
any subsequent SEC filings. These documents with respect to
ElectraMeccanica can be accessed on ElectraMeccanica’s website at
https://ir.emvauto.com/filings/sec-filings/default.aspx and these
documents with respect to Xos can be accessed on Xos’ web page at
https://www.xostrucks.com/investor-overview/ by clicking on the
link “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,
Xos or the combined company. Forward-looking statements speak only
as of the date they are made, and ElectraMeccanica, Xos 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.
Contacts
Investors and Media:
Xos Contact:Michael Lukasinvestors@xostrucks.com
ElectraMeccanica Contact:John Franklinir@emvauto.com
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