ElectraMeccanica Announces Filing and Mailing of the Joint Proxy Statement/Management Information Circular in Connection with its Special Meeting of Shareholders to Approve the Proposed Combination with Xos

Rhea-AI Summary

ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) announces a special meeting for shareholders to vote on an arrangement with Xos, Inc. The Arrangement proposes the acquisition of all ElectraMeccanica common shares by Xos, with shareholders expected to own 79% and 21% of the Combined Company, respectively. The meeting will be held virtually on March 20, 2024. The Board recommends voting in favor of the proposal.

Positive

• The Arrangement offers ElectraMeccanica shareholders an equity position in Xos, a company well-positioned in the electric commercial vehicle market.
• Xos has a successful track record in selling electric vehicle step vans to large fleet operators, with positive gross margins and an established customer base.
• The transaction terms are deemed superior compared to other alternatives, providing Xos with improved capital position for future growth and development.

Negative

• None.

Insights

Financial Analyst

The proposed acquisition of ElectraMeccanica by Xos, Inc. is a significant event that merits the attention of stakeholders and potential investors. The arrangement, which would result in ElectraMeccanica shareholders owning approximately 21% of the combined entity, hinges on the assumption that ElectraMeccanica's net cash will be within a specified range at the time of the transaction's completion. This detail is crucial as it impacts the valuation and the equity distribution post-merger. Xos's positive gross margins are notable in the electric vehicle (EV) sector, where many companies struggle to achieve profitability. This factor, coupled with Xos's established customer base and current backlog, suggests a strong operational footing that could be further bolstered by the merger.

Moreover, the strategic rationale provided by the ElectraMeccanica board emphasizes access to capital as a key benefit of the transaction. This is significant because capital is essential for scaling operations in the EV industry, which is capital intensive. The merger could provide the combined company with the necessary resources to capitalize on growth opportunities in the mid-size electric commercial vehicle market. The addition of experienced board members from ElectraMeccanica to the Xos board could also enhance governance and strategic oversight.

Market Research Analyst

The EV market is poised for significant growth, driven by increasing environmental concerns, technological advancements and supportive government policies. The mid-size electric commercial vehicle segment, in particular, is expected to expand as businesses seek to reduce carbon footprints and take advantage of government incentives for EV adoption. Xos's positioning in this market segment, highlighted by the board as a key strategic factor, indicates potential for capturing market share and driving revenue growth.

The transaction's emphasis on Xos's industry-leading mid-size step van and its portfolio of EV products and services, including fleet management software and support for government incentives, suggests a comprehensive approach to addressing the needs of commercial fleet operators. The established customer base of large fleet operators like FedEx Ground and UPS provides a stable foundation for future sales and indicates industry confidence in Xos's offerings. The commercial backlog mentioned could signal strong future revenue streams, which is an important consideration for investors evaluating the potential of the combined company's stock.

Legal Expert

From a legal perspective, the transaction's structure as an arrangement requires shareholder approval and may be subject to regulatory scrutiny. The ElectraMeccanica board's unanimous recommendation for shareholders to vote in favor of the proposal suggests confidence in the transaction's compliance with legal and regulatory standards. However, it is important for investors to consider the possibility of regulatory challenges or delays that could affect the timing or completion of the deal.

The detailed information provided in the Joint Proxy Statement/Circular is a regulatory requirement designed to ensure that shareholders can make an informed decision. It outlines the terms of the arrangement, the strategic rationale and the board's recommendation, all of which are critical for shareholder understanding and transparency. The virtual format of the ElectraMeccanica Meeting also reflects current trends in corporate governance, accommodating broader participation while adhering to regulatory standards for shareholder meetings.

• Your vote is important no matter how many votes you hold.
  
  

• The Board of Directors of ElectraMeccanica recommends that Shareholders vote
  
  IN FAVOR of the ElectraMeccanica Arrangement Proposal.
  
  

• Shareholders who have questions or need assistance with voting their shares should contact ElectraMeccanica’s proxy solicitation agents:
  
  Canada: Laurel Hill Advisory Group - 1-877-452-7184 or assistance@laurelhill.com
  
  United States: Mackenzie Partners - 1-800-322-2885 or proxy@mackenziepartners.com

MESA, Ariz.--(BUSINESS WIRE)-- ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”) is pleased to announce that the joint proxy statement/management information circular (the “Joint Proxy Statement/Circular”) of ElectraMeccanica and Xos, Inc. (NASDAQ: XOS) (“Xos”) giving notice of a special meeting of ElectraMeccanica shareholders (the “ElectraMeccanica Meeting”) is now available on ElectraMeccanica’s website at www.emvauto.com, as well as under ElectraMeccanica’s profiles on EDGAR (https://www.sec.gov/) and on SEDAR+ (http://www.sedarplus.ca). ElectraMeccanica has commenced mailing to ElectraMeccanica’s shareholders of the Joint Proxy Statement/Circular and related materials for the ElectraMeccanica Meeting.

The Arrangement and ElectraMeccanica Meeting Details

At the ElectraMeccanica Meeting, ElectraMeccanica shareholders will be asked to consider, among other things, a special resolution approving an arrangement (the “Arrangement”) pursuant to which all of the issued and outstanding common shares of ElectraMeccanica will be acquired by Xos or its permitted assignee (the “ElectraMeccanica Arrangement Proposal”). Upon completion of the Arrangement, holders of common stock of Xos and ElectraMeccanica shareholders are expected to own approximately 79% and 21%, respectively, of Xos (the “Combined Company”), assuming the net cash of ElectraMeccanica as of the anticipated effective time of the Arrangement is greater than $46,500,000 and less than $50,500,000, subject to certain adjustments made in accordance with the arrangement agreement entered into between ElectraMeccanica and Xos, as more fully described in the Joint Proxy Statement/Circular.

The ElectraMeccanica Meeting will take place virtually via live audio webcast at www.virtualshareholdermeeting.com/SOLO2024SM on March 20, 2024 at 11 a.m. (Pacific time), subject to any adjournment or postponement thereof, with the ability for participation electronically as explained further in the Joint Proxy Statement/Circular. There will be no physical meeting for ElectraMeccanica shareholders to attend.

ElectraMeccanica Board Recommendation

The Board of Directors of ElectraMeccanica recommends that shareholders vote
IN FAVOR of the ElectraMeccanica Arrangement Proposal

Shareholders are encouraged to read the Joint Proxy Statement/Circular and vote their ElectraMeccanica shares as soon as possible. The deadline for voting shares is 11:00 a.m. (Pacific time) on March 18, 2024 or, if the meeting is adjourned or postponed, 48 hours (excluding non-business days) prior to the commencement of any successor meeting.

Strategic Rationale for the Arrangement

The following are the key strategic factors underlying the Board of Directors’ unanimous recommendation that ElectraMeccanica shareholders vote IN FAVOR of the ElectraMeccanica Arrangement Proposal:

• Equity Position in Xos. The Arrangement provides ElectraMeccanica shareholders with an equity position in Xos, which the Board of Directors believes to be well-positioned in the mid-size electric commercial vehicle market segment that is poised for high growth.
• Xos Experience with Electric Vehicle (“EV”) Step Vans. Xos has been selling electric vehicle step vans to commercial fleet customers since 2018 and is in its third order cycle with certain customers for hundreds of vans.
• Xos Positive Gross Margins. Xos currently manufactures and sells its electric vans at positive gross margins, which distinguishes it from many other EV companies.
• Established Customer Base. Xos has an established customer base comprised of large fleet operators, including FedEx Ground, UPS, Penske, Cintas and Loomis, and deep relationships with industry leading step van body builders.
• Commercial Backlog. Xos has experienced recent high-growth while maintaining a substantial commercial backlog.
• Government Financial Incentives. Government financial incentives relating to purchasing and operating EV vans.
• Industry Leading Mid-Size Step Van. Xos’ product and service offering includes an industry leading mid-size step van, several battery size choices, an electric powertrain for other OEMs, mobile charging hubs, fleet management software solutions, single point charging infrastructure support, highly responsive aftermarket support and support in obtaining government incentives.
• Access to Capital. The Arrangement will significantly improve Xos’ capital position, enabling Xos to fund the next phase in its growth as an electric vehicle truck OEM and continue to develop adjacencies, including Xos Energy Solutions and Xos Powertrain Sales.
• Strengthened Xos Board of Directors. ElectraMeccanica will add three automotive/commercial vehicle-experienced members to the Xos Board of Directors, strengthening the Combined Company overall.
• Comparatively Superior Transaction Terms. The terms of the proposed Arrangement were considered to be superior when compared to other strategic alternatives available to ElectraMeccanica, based on the comprehensive strategic process the Board of Directors completed in which it broadly reviewed and evaluated a range of potential transaction partners and evaluated the prospects for liquidating and dissolving ElectraMeccanica and distributing its remaining cash.

Additional factors supporting the Board of Directors’ decision to approve the transaction and recommend it to ElectraMeccanica shareholders are described in the Joint Proxy Statement/Circular.

Shareholder Questions

If you are an ElectraMeccanica shareholder and have any questions, please contact ElectraMeccanica’s proxy solicitation agents:

United States		Canada
Mackenzie Partners 1-800-322-2885 (toll-free in North America) 1-212-929-5500 (outside of North America) proxy@mackenziepartners.com		Laurel Hill Advisory Group 1-877-452-7184 (for shareholders in North America) 1-416-304-0211 (outside of North America) assistance@laurelhill.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

Promptly after filing the Joint Proxy Statement/Circular with the U.S. Securities and Exchange Commission (the “SEC”), Xos and ElectraMeccanica have commenced mailing of the Joint Proxy Statement/Circular, and a proxy card to Xos’ stockholders and ElectraMeccanica’s shareholders as of the record date 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 STATEMENT/CIRCULAR (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 STATEMENT/CIRCULAR, AS APPLICABLE, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of the Joint Proxy Statement/Circular (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.

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 includes “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: the timing and completion of the Arrangement, including the satisfaction or waiver of all the required conditions thereto; the expected respective ownerships in the Combined Company of Xos stockholders and ElectraMeccanica shareholders upon completion of the Arrangement; 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 operations and prospects of Xos, the current and projected market, growth opportunities and synergies for the Combined Company, expectations regarding Xos’ ability to leverage ElectraMeccanica’s balance sheet, and gross margin and future profitability expectations. These forward-looking statements are based upon the current beliefs and expectations of the management of ElectraMeccanica and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:

• ElectraMeccanica’s ability to maintain its net cash balance prior to the effective time of the Arrangement;
• 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 related to the Arrangement and the businesses of the companies generally, including but not limited to those set forth in the Joint Proxy Statement/Circular, as well as 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 or the Combined Company. Forward-looking statements speak only as of the date they are made, and ElectraMeccanica undertakes 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 expressly required to do so by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240213960559/en/

Canada: Laurel Hill Advisory Group - 1-877-452-7184 or assistance@laurelhill.com

United States: Mackenzie Partners - 1-800-322-2885 or proxy@mackenziepartners.com

Source: ElectraMeccanica Vehicles Corp.

FAQ

What is the purpose of the special meeting for ElectraMeccanica shareholders?

The special meeting is to vote on an arrangement proposal with Xos, Inc., where all ElectraMeccanica common shares will be acquired by Xos.

When will the ElectraMeccanica Meeting take place?

The ElectraMeccanica Meeting is scheduled to be held virtually on March 20, 2024, at 11 a.m. (Pacific time).

What percentage of the Combined Company will ElectraMeccanica shareholders own after the Arrangement?

ElectraMeccanica shareholders are expected to own approximately 21% of the Combined Company, with Xos shareholders owning 79%.

Why does the Board of Directors recommend voting in favor of the ElectraMeccanica Arrangement Proposal?

The Board believes the Arrangement provides shareholders with an equity position in Xos, a company poised for growth in the electric commercial vehicle market.

What are some key strategic factors supporting the Board's recommendation for the Arrangement?

Factors include Xos' experience in selling electric vehicle step vans, positive gross margins, established customer base, and improved capital position post-Arrangement.

How can ElectraMeccanica shareholders participate in the voting process?

Shareholders are encouraged to read the Joint Proxy Statement/Circular and vote their shares by the deadline of 11:00 a.m. (Pacific time) on March 18, 2024.