Shell to Acquire Volta in All-Cash Transaction
Valuing Volta at Approximately $169 Million
Volta Inc. (NYSE: VLTA) today announced the execution of a
definitive merger agreement under which Shell USA Inc., a
subsidiary of Shell plc (NYSE: SHEL), will acquire Volta in an
all-cash transaction valued at approximately $169 million. The
transaction brings Volta's powerful dual charging and media network
to Shell's established brand and seeks to unlock robust, long-term
growth opportunities in electric vehicle ("EV") charging.
Under the terms of the merger agreement, Shell USA Inc. will
acquire all outstanding shares of Class A common stock of Volta at
$0.86 per share in cash upon completion of the merger, which
represents an approximate 18 percent premium to the closing price
of Volta stock on January 17, 2023, the last full trading day prior
to the announcement of the transaction.
Vince Cubbage, Interim Chief Executive Officer, said, "The shift
to e-mobility is unstoppable, and Shell recognizes Volta's
industry-leading dual charging and media model delivers a public
charging offering that is affordable, reliable, and accessible.
While the EV infrastructure market opportunity is potentially
enormous, Volta's ability to capture it independently, in
challenging market conditions and with ongoing capital constraints,
was limited. This transaction creates value for our shareholders
and provides our exceptional employees and other stakeholders a
clear path forward."
Cubbage continued, "Both Volta and Shell have a demonstrated
ability to meet the changing needs of customers, and this
acquisition will bring that experience together to provide the
options that are needed as more drivers choose electric."
This acquisition builds on the momentum in electric mobility by
combining one of the leading EV charging and media companies in the
U.S. with one of the world's largest energy suppliers. The
transaction provides the opportunity to unlock Volta's significant
signed pipeline of charging stalls in construction or evaluation
and capture the seismic EV charging market opportunity. Following
the completion of the transaction, there will be no immediate
change in driver experience, Volta Media™ Network capabilities
available to advertisers, or services provided to commercial
properties and retail locations.
As part of the agreement, an affiliate of Shell will provide
subordinated secured term loans to Volta to bridge Volta through
the closing of the transaction.
Approvals
Volta's Board of Directors, having determined that the
transaction is in the best interests of the company's stockholders,
has unanimously approved the transaction and recommends that
Volta's stockholders approve the transaction and adopt the merger
agreement at the special meeting of stockholders to be called in
connection with the transaction.
The transaction is expected to close in the first half of 2023.
The closing of the merger is subject to the approval of Volta's
stockholders, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act and other
applicable regulatory approvals, and other customary closing
conditions. Upon closing of the transaction, Volta's Class A common
stock will no longer be listed on any public market.
Advisors
Goldman Sachs & Co. LLC and Barclays Capital Inc. are
serving as advisors to Volta, and Shearman & Sterling LLP is
serving as Volta's legal advisor. Raymond James & Associates,
Inc. provided a fairness opinion to Volta's Board of Directors. UBS
Securities LLC is serving as a financial advisor to Shell, and
Norton Rose Fulbright US LLP is serving as Shell's legal
advisor.
About Volta Inc.
Volta Inc. (NYSE: VLTA) is an industry-leading electric vehicle
("EV") charging and media company. Volta's unique network of
charging stations powers vehicles and drives business growth while
accelerating a clean energy future. Volta delivers value to site
hosts, brands, and consumers by installing charging stations that
feature large-format digital advertising screens located steps away
from the entrances of popular commercial locations. Retailers can
attract and influence foot traffic, advertisers can precisely
target audiences, and EV drivers can charge their vehicles
seamlessly as they go about their daily routines. Volta's extensive
network leverages its proprietary PredictEV® platform, which uses
sophisticated behavioral science and machine learning technology to
help commercial property owners, cities, and electric utilities
plan EV infrastructure intelligently, efficiently, and equitably.
To learn more, visit www.voltacharging.com.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between a
subsidiary of Shell USA, Inc. (“Shell”) and Volta Inc. (“Volta”).
In connection with the proposed transaction, Volta plans to file a
proxy statement on Schedule 14A (the “Proxy Statement”) with the
U.S. Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF
VOLTA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED TRANSACTION THAT VOLTA WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Stockholders and investors will be able to
obtain free copies of the Proxy Statement and other relevant
materials (when they become available) and other documents filed by
Volta at the SEC’s website at www.sec.gov. Copies of the Proxy
Statement (when they become available) and the filings that will be
incorporated by reference therein may also be obtained, without
charge, on Volta’s website at investors.voltacharging.com or by
contacting Volta Investor Relations at drew@voltacharging.com.
Participants in Solicitation
Volta and its directors, executive officers and certain
employees, may be deemed, under SEC rules, to be participants in
the solicitation of proxies in respect of the proposed merger.
Information regarding Volta’s directors and executive officers is
available in its proxy statement filed with the SEC on June 13,
2022 and in its current reports on Form 8-K filed with the SEC on
June 13, 2022, July 12, 2022, August 2, 2022 and January 6, 2023.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC (when they become available). Investors should read the
proxy statement and other relevant materials carefully when they
become available before making any voting or investment decisions.
These documents can be obtained free of charge from the sources
indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements included
in this communication other than statements of historical fact are
statements that could be deemed forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions about future events and currently available information
as to the outcome and timing of future events. Such statements are
inherently subject to numerous business, economic, competitive,
regulatory and other risks and uncertainties, most of which are
difficult to predict and many of which are beyond Volta’s control.
No assurance can be given that such expectations will be correct or
achieved or that the assumptions are accurate or that any
transaction will ultimately be consummated. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may,” or by variations of such words or by
similar expressions or the negative thereof. Actual results may
vary materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the
transaction, including the risks that (a) the transaction may not
be consummated within the anticipated time period, or at all, (b)
the parties may fail to obtain Volta stockholder approval of the
merger agreement, (c) the parties may fail to secure the
termination or expiration of the waiting period applicable under
the Hart-Scott-Rodino Antitrust Improvements Act or other
applicable regulatory approvals, and (d) other conditions to the
consummation of the merger under the merger agreement may not be
satisfied; (2) the possibility of the termination of the merger
agreement and the effects that any termination of the merger
agreement may have on Volta or its business, including the risks
that Volta’s stock price may decline significantly and that Volta
may not be able to continue as a going concern if the transaction
is not completed; (3) the effects that the announcement or pendency
of the merger may have on Volta and its business, including the
risks that as a result (a) Volta’s business, operating results or
stock price may suffer, (b) Volta’s current plans and operations
may be disrupted, (c) Volta’s ability to retain or recruit key
employees may be adversely affected, (d) Volta’s business
relationships (including, customers and suppliers) may be adversely
affected, or (e) Volta’s management’s or employees’ attention may
be diverted from other important matters; (4) the effect of
limitations that the merger agreement places on Volta’s ability to
operate its business, return capital to stockholders or engage in
alternative transactions; (5) the nature, cost and outcome of
pending and future litigation and other legal proceedings,
including any such proceedings related to the merger and instituted
against Volta and others; (6) the risk that the transaction and
related transactions may involve unexpected costs, liabilities or
delays; (7) other economic, business, competitive, legal,
regulatory, and/or tax factors; and (8) other factors described
under the heading “Risk Factors” in Part I, Item 1A of Volta’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 and Quarterly Reports on Form 10-Q, each as updated or
supplemented by subsequent reports that Volta has filed or files
with the SEC. The risks and uncertainties may be impacted by the
COVID-19 pandemic (including supply chain constraints, labor
shortages and inflationary pressure). Readers are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the date on which such statement is made. Should one or
more of the risks or uncertainties described in this communication
occur, or should underlying assumptions prove incorrect, Volta’s
actual results and plans could differ materially from those
expressed in any forward-looking statements. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement. Except as otherwise required by applicable
law, Volta undertakes no obligation to publicly correct or update
any forward-looking statement whether as a result of new
information, future events or circumstances after the date of this
communication, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230116005588/en/
For Investor / Analyst: Drew Lipsher, Chief Development Officer
Drew@voltacharging.com
For Media / Press: Jette Speights, SVP of Communications
Jette@voltacharging.com
Volta (NYSE:VLTA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Volta (NYSE:VLTA)
Historical Stock Chart
From Sep 2023 to Sep 2024