Xos, Inc. (NASDAQ: XOS), a leading electric truck manufacturer and
fleet electrification services provider, today announced that it
has closed its acquisition of ElectraMeccanica Vehicles Corp.
(NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of
electric vehicles. Terms of the acquisition were first announced on
January 11, 2024.
The all-stock transaction is expected to add
approximately $48 million to Xos’ balance sheet and provide growth
capital for the company.
“The growth capital received in the transaction,
combined with our reduction of cash burn, provides an important
pathway to profitability as we scale deliveries over the next
several quarters,” said Dakota Semler, CEO and Co-Founder of Xos,
Inc. “Xos is gross margin positive and has now charted our course
to being free cash flow positive.”
Xos delivered a company record 110 units to
fleet customers in the fourth quarter of 2023. The company’s
customers in 2023 included FedEx Ground, UPS, Loomis, Canada Post,
UniFirst, and Penske, showcasing strong demand for its electric
commercial vehicles. With the addition of ElectraMeccanica's cash
balance, Xos is well-positioned to continue its growth and meet the
increasing demand for zero-emission commercial vehicles.
"We are confident that this acquisition will
further strengthen Xos' commitment to operational excellence,
customer-focused vehicles, and efficient capital deployment," said
Giordano Sordoni, COO and Co-Founder of Xos, Inc.
The consideration received by ElectraMeccanica
shareholders pursuant to the acquisition (the “Arrangement”) was
0.0143739 shares of Xos common stock for each common share of
ElectraMeccanica held immediately prior to the consummation of the
Arrangement. As a result, following the close of the Arrangement,
former shareholders of ElectraMeccanica own approximately 21.0% of
Xos.
With the completion of the Arrangement, the
common shares of ElectraMeccanica will be delisted from Nasdaq on
or about March 26, 2024. Xos will also cause ElectraMeccanica to
surrender its reporting issuer status in British Columbia.
Required Early Warning Report
Information
Following completion of the Arrangement, Xos has
beneficial ownership and control over 100% of the issued and
outstanding common shares of ElectraMeccanica. Prior to the
Arrangement, Xos held no common shares of ElectraMeccanica.
This press release is being issued, in part,
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues which
requires a report to be filed under ElectraMeccanica’s profile on
SEDAR+ (www.sedarplus.ca) containing additional information
respecting the foregoing matters. You may also contact Michael
Lukas at (818) 316-1890 to obtain a copy of the report.
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, visit www.xostrucks.com.
Contacts
Xos Investor Relationsinvestors@xostrucks.com
Xos Media Relationspress@xostrucks.com
Cautionary Statement Regarding Forward-Looking
Statements
This website and other items we publish,
including through social media outlets, may include
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements, including
but not limited to: (i) Xos, Inc.’s (“Xos”) ability to implement
business plans, forecasts, and other expectations, and identify and
realize additional opportunities, (ii) Xos’ limited operating
history, (iii) cost increases and supply chain shortages in the
components needed for the production of Xos’ vehicle chassis and
battery system, (iv) Xos’ ability to meet production milestones and
fulfill backlog orders, (v) changes in the industries in which Xos
operates, (vi) variations in operating performance across
competitors, (vii) changes in laws and regulations affecting Xos’
business, (viii) Xos’ inability to implement its business plan or
meet or exceed its financial projections (ix) Xos’ ability to
retain key personnel and hire additional personnel, (x) the risk of
downturns and a changing regulatory landscape in the highly
competitive electric vehicle industry and (xi) the outcome of any
legal proceedings that may be instituted against Xos.
You should carefully consider the preceding
factors and the other risks and uncertainties described in Xos’
filings with the Securities and Exchange Commission (the “SEC”),
including its Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q. Copies of Xos’ SEC filings may be obtained by visiting
Xos’ Investors Relations website at investors.xostrucks.com or the
SEC’s website at www.sec.gov. These filings may identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Xos assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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