System Brought to Market Within Six Months to
Meet Growing Opportunity Pipeline for Hybrid Medium Duty
Applications
XL Fleet (the “Company”), a leader in vehicle electrification
solutions for commercial and municipal fleets, today announced that
it has expanded its line of electrified powertrains to include a
hybrid electric drive system for the Class 5 Ford F-550 Super Duty
chassis. The new system was developed and brought to market within
six months to meet a significant and growing commercial fleet
demand for the electrified F-550 chassis, for applications
including municipal transportation, utilities, construction
equipment and customer service vehicles.
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The F-550 vehicles will be upfit with XL Fleet’s hybrid electric
drive system and begin deliveries to customers by the end of 2020.
Vehicles equipped with XL Fleet’s hybrid electric drive system have
been proven to significantly improve fuel economy while reducing
greenhouse gas emissions – a key aspect of meeting fleet
sustainability goals.
“We are proud to further expand our portfolio of electrification
solutions with the world’s leading vehicle manufacturers. The
launch of the electrified F-550 platform is a great example of XL
Fleet’s responsive business model and best-in-class engineering
capabilities,” said Dimitri Kazarinoff, Chief Executive Officer of
XL Fleet. “It also showcases the Company’s ability to quickly bring
new electrification products to market when customer demand
warrants it.”
“Our product development strategy remains focused on providing
sustainable solutions for a wide range of popular fleet vehicles
not being electrified by OEMs,” said Tod Hynes, Founder and Chief
Strategy Officer of XL Fleet. “The commercial market for
electrified medium to heavy duty vehicles is large, but very
fragmented. XL Fleet’s nimble product development approach enables
the Company to be very responsive to customer demand, particularly
in the Class 5-6 and Class 7-8 ranges where EV options are
extremely limited.”
Business Combination Update
XL Fleet remains on track to complete its previously announced
merger agreement with Pivotal Investment Corporation II (“Pivotal”)
(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 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 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
In connection with the proposed merger, Pivotal has filed with
the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4, which includes a definitive proxy statement
that was distributed to Pivotal’s stockholders in connection with
Pivotal’s solicitation of proxies for the vote by Pivotal’s
stockholders with respect to the merger and certain of the
transactions contemplated by the merger agreement, as well as other
matters that are described in the registration statement, and a
final prospectus relating to the offer and sale of the securities
of Pivotal common stock to be issued in the merger. INVESTORS AND
SECURITY HOLDERS OF PIVOTAL AND XL FLEET ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Investors and security holders can obtain free copies
of the definitive proxy statement/prospectus and other documents
containing important information about Pivotal and XL Fleet through
the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by Pivotal can be obtained free of
charge on Pivotal’s website at www.pivotalic.com or by directing a
written request to Pivotal Investment Corporation II, c/o Graubard
Miller, 405 Lexington Avenue, 11th floor, New York, New York
10174.
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 Fleet 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 definitive proxy statement/prospectus and other
relevant materials filed with the SEC in connection with the
business combination. Information concerning the interests of
Pivotal’s participants in the solicitation, which may, in some
cases, be different than those of their stockholders generally, are
set forth in the definitive proxy statement/prospectus relating to
the business combination.
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 and in the definitive proxy
statement/prospectus. 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 Fleet 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 Fleet 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 Fleet 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 Fleet’s
business, including the highly competitive nature of XL Fleet’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
Fleet’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 Fleet’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 Fleet’s control. While
all projections are necessarily speculative, Pivotal and XL Fleet
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 Fleet, 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 Fleet,
the proposed transactions or other matters and attributable to
Pivotal and XL Fleet or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201216005324/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
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