Envirotech Vehicles and Maddox Defense Inc. Enter into a Term Sheet for Proposed Business Combination

Rhea-AI Summary

Envirotech Vehicles, Inc. (NASDAQ:EVTV) announced a Term Sheet for a potential business combination with Maddox Defense Inc., a federal contractor. This transaction aims for Maddox to become a majority-owned subsidiary of EVTV in exchange for common stock and a promissory note totaling $11.39 million. Post-transaction, Maddox stockholders are expected to hold approximately 46% of EVTV shares. Both companies foresee enhanced operational capabilities and shared revenue from government contracts. Maddox has the right to unwind the deal if EVTV fails to meet specified capital raises. The combination is projected to strengthen EVTV's position in the sustainable transportation market.

Positive

• Proposed acquisition of Maddox enhances EVTV's capabilities in the government contracting sector.
• Maddox's expertise in logistics and government contracts could drive significant revenue growth for EVTV.
• The transaction positions EVTV as a key provider for the federal government's demand for sustainable transportation.

Negative

• Maddox can unwind the transaction if EVTV does not complete capital raises by specified dates.
• Completion of the deal is contingent on due diligence, definitive agreements, and regulatory approvals, posing uncertainty.

OSCEOLA, AR / ACCESSWIRE / April 12, 2023 / Envirotech Vehicles, Inc. (NASDAQ:EVTV), a provider of new zero-emission, purpose-built electric vehicles ("EVTV" or "Envirotech"), announced today that it has signed a Term Sheet ("Term Sheet") regarding a potential business combination transaction pursuant to which Maddox Defense Inc., ("Maddox") a prominent prime federal government contractor, supplier, and manufacturer would become a majority-owned subsidiary of EVTV in exchange for shares of Envirotech common stock and a promissory note (the "Proposed Transaction"). Upon completion of the Proposed Transaction, it is contemplated that the stockholders of Maddox would hold approximately 46% of the total outstanding shares of common stock of Envirotech. It is expected that Maddox will continue its independent operations, subject to a cash sharing arrangement with EVTV, after the closing of the Proposed Transaction. It is expected that Maddox will continue to perform on its existing government contracts and to deliver accretive top-line revenue while selling EVTV vehicles through its government infrastructure sales vertical.

Phillip Oldridge, Chief Executive Officer of Envirotech, commented: "This transaction will not only allow us to expand our capabilities to offer American made, zero-emission vehicles, but also positions us to be a go-to provider for the federal government's growing demand for sustainable transportation solutions. This combination aligns with our vision of building a strong presence in the government contracts sector and providing domestically manufactured products. We believe Maddox's experience in government trucking and logistics and its established customer base will provide a significant advantage for us in expanding our business in the sector."

Jason Maddox, CEO of Maddox, also spoke about the acquisition: "We believe that Envirotech Vehicles and Maddox together can provide innovative solutions to the challenges that our country faces in the transportation and infrastructure sectors. Our pivot towards electric vehicles reflects our commitment to meeting the evolving needs of our customers and positioning ourselves for long-term growth. We recognize that sustainable transportation solutions are becoming increasingly important to the government and commercial markets, and we believe that by integrating EVTV's zero-emission vehicle line-up with our proven expertise in prime government contracting, we can offer a powerful value proposition to our customers."

The transaction is expected to provide significant benefits to both companies. EVTV is a leader in zero-emission electric vehicles and is focused on reducing the carbon footprint of vehicles in the transportation and defense sectors. Maddox has significant experience in government trucking and logistics and is well-positioned to provide EVTV with a strong foothold in the government contracts and USA manufacturing and operations space. The combination of these two companies is expected to result in a more powerful, innovative, and sustainable force in the transportation industry.

Terms of the Proposed Transaction between EVTV and Maddox Defense as Contemplated by the Term Sheet:
The following is a summary of the key terms of the Proposed Transaction as contemplated by the Term Sheet. The Proposed Transaction remains subject to completion of a due diligence review by each party, negotiation of definitive agreements, and the structure may change due to tax or other transaction considerations. Both parties will exert reasonable efforts to ensure that they execute definitive agreements reflective of the Term Sheet.

• EVTV to acquire a majority stake in Maddox through a share exchange and cash transaction whereby shares of common stock of EVTV and a promissory note in the principal amount of $11,388,890 will be exchanged for 52% of the shares of common stock of Maddox Defense.
• Following the completion of the Proposed Transaction, it is contemplated that the holders of the common stock and all other outstanding securities that are convertible into or exercisable for shares of common stock of Maddox will hold shares of common stock of EVTV representing approximately 46% of the total outstanding shares of common stock of EVTV as of the date of the Term Sheet, which percentage ownership may be reduced to take into account any stock issuances made by EVTV after the signing of the Term Sheet and before the closing of the Proposed Transaction.
• Maddox has the right to unwind the transaction if EVTV does not complete specified capital raises by certain dates.
• As a condition to the closing of the Proposed Transaction, Maddox's total assets will include at least nine (9) months operational cash reserves.

Following the closing of the Proposed Transaction the board of directors of EVTV is expected to be comprised of nine members, three of whom shall be recommended by Maddox. It is expected that the management of EVTV and certain of Maddox executives will operate the business after the closing of the Proposed Transaction.

If a definitive agreement is entered into, it is expected that the closing of a transaction will include customary closing conditions, including approval by the board of directors of each party, the stockholders of EVTV and certain regulatory approvals, in addition to the closing conditions described above. There is no assurance that the Proposed Transaction will be completed on the terms described in this press release, or at all.

Additional details will be announced if and when a definitive agreement is reached between EVTV and Maddox.

About Envirotech Vehicles
Envirotech Vehicles, Inc. is a provider of purpose-built, zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. EVTV serves commercial and last-mile fleets, school districts, public and private transportation service companies, and academic institutions to meet the increasing demand for heavy-duty electric vehicles. EVTV's vehicles address the challenges of traditional fuel-price cost instability and local, state and federal environmental regulatory compliance. For more information, visit www.evtvusa.com.

About Maddox Defense Inc. of California
Maddox is a prominent prime contractor supplier of US manufactured products that meet the evolving demands of the U.S. government, with an exceptional track record of on-time contract deliveries while managing its own government trucking and logistics network. The company has significant experience in winning and performing on government contracts by ramping USA based manufacturing plants to meet unprecedented demands through war-time and pandemic environments, all during world-wide supply chain interruptions. Maddox is one of the largest manufacturers and suppliers to the US Strategic National Stockpile. For more information, visit www.maddoxdefense.com.

Cautionary Statement Regarding Forward-Looking Statements
Statements made in this press release that relate to future plans, events, financial results, prospects or performance are forward-looking statements. While they are based on the current expectations and beliefs of management, such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from the expectations expressed in this press release, including the risks and uncertainties disclosed in reports filed by Envirotech Vehicles, Inc. with the Securities and Exchange Commission, all of which are available online at www.sec.gov. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words "planned," "expected," "believes," "strategy," "opportunity," "anticipated," "outlook," "designed," and similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, Envirotech Vehicles undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.

Contact Information
Investor Relations
ICR, Inc.
Telephone: (646) 200-8873
Email: envirotech@icrinc.com

Novalena Nichele, CPO, Maddox Defense
Telephone: (855) 4-MADDOX (462-3369) Ex. 301
Email: Novalena@maddoxdefense.com

SOURCE: Envirotech Vehicles, Inc

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https://www.accesswire.com/748713/Envirotech-Vehicles-and-Maddox-Defense-Inc-Enter-into-a-Term-Sheet-for-Proposed-Business-Combination

FAQ

What is the proposed business transaction between EVTV and Maddox Defense?

Envirotech Vehicles intends to acquire a majority stake in Maddox Defense through a share exchange and a promissory note.

How much is EVTV's promissory note in the deal with Maddox?

The promissory note involved in the transaction is valued at $11,388,890.

What percentage of EVTV shares will Maddox stockholders hold after the transaction?

Maddox stockholders are expected to hold approximately 46% of EVTV's total outstanding shares after the transaction.

What condition allows Maddox to unwind the transaction with EVTV?

Maddox can unwind the deal if EVTV fails to complete specified capital raises by certain dates.

What are the expected benefits of the EVTV and Maddox merger?

The merger is expected to enhance EVTV's capabilities in government contracts and support revenue growth through Maddox's established operations.