ElectraMeccanica Reminds Shareholders to Vote in Favour of the Proposed Combination With Xos and Provides Additional Disclosure
March 14 2024 - 8:47AM
ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO)
(“ElectraMeccanica”), a designer and assembler of electric
vehicles, reminds shareholders that it will host its special
meeting (the “Meeting”) of the holders of common shares of
ElectraMeccanica at 11:00AM (Pacific time) on March 20, 2024 via
live audio webcast online at
www.virtualshareholdermeeting.com/SOLO2024SM. Shareholders are
reminded and encouraged to vote well in advance of the deadline for
the delivery of voting instructions at 11:00AM (Pacific time) on
March 18, 2024.
The purpose of the meeting will be for ElectraMeccanica’s
shareholders to consider a special resolution (the
“ElectraMeccanica Arrangement Proposal”) to approve the previously
announced plan of arrangement (the “Arrangement”) between
ElectraMeccanica and Xos, Inc. (“Xos”), as well as other related
matters detailed in the joint proxy statement/management
information circular of ElectraMeccanica and Xos filed on February
13, 2024 (the “Joint Proxy Statement/Circular”) with the U.S.
Securities and Exchange Commission (the “SEC”).
The Board of Directors of ElectraMeccanica unanimously
recommends that ElectraMeccanica shareholders vote FOR the
ElectraMeccanica Arrangement Proposal.
ElectraMeccanica also announced today that it has filed with the
SEC a Schedule 14A (the “Supplement”) containing certain additional
information to supplement the Joint Proxy Statement/Circular,
without admitting in any way that such disclosures are material or
otherwise required by law. The Supplement should be read in
conjunction with the Joint Proxy Statement/Circular, which we urge
shareholders to read in its entirety, and both the Supplement and
the Joint Proxy Statement/Circular are available on
ElectraMeccanica’s profiles on the SEC’s website (www.sec.gov) and
on SEDAR+ (www.sedarplus.com).
Additional information about the Arrangement, including
information about how shareholders may vote, can be found at:
www.xosandemv.com.
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
About ElectraMeccanicaElectraMeccanica (NASDAQ:
SOLO) is a designer and assembler of environmentally efficient
electric vehicles intended to enhance the urban driving experience,
including commuting, delivery and shared mobility.
Additional Information and Where to Find
ItXos and ElectraMeccanica filed the Joint Proxy
Statement/Circular with the SEC on February 13, 2024. Xos and
ElectraMeccanica have mailed 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 OR THE CANADIAN
SECURITIES ADMINISTRATORS (“CSA”) 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
or the CSA in connection with the proposed transaction (when they
become available) on the SEC’s website at www.sec.gov and on the
CSA’s 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.
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 March 8, 2024 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.
Contacts
John Franklinir@emvauto.com
Electrameccanica Vehicles (NASDAQ:SOLO)
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