Record Date for Annual Meeting of
Stockholders is December 7, 2020
Upon Closing, Combined Company Stock and
Warrants Will Trade on NYSE Under “XL” and “XL WS” Ticker
Symbols
Pivotal Investment Corporation II (NYSE:PIC) (“Pivotal”), a
publicly traded special purpose acquisition company, today
announced that its annual meeting of stockholders (the “Annual
Meeting”) to consider the previously announced merger agreement
with XL Fleet 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 also 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 the
Annual Meeting.
Kevin Griffin, a Pivotal Director, said, “We are pleased to
reach this significant milestone in the merger process, which
brings XL Fleet one step closer to becoming a public company. Over
the past several months, XL Fleet has reinforced our conviction
that it will emerge as a winner in the vehicle electrification
market. We look forward to completing the planned merger and for XL
Fleet to scale to new heights as a public company.”
Tod Hynes, XL Fleet Founder and Chief Strategy Officer, added,
“Since announcing the merger in September, XL Fleet has maintained
our strong momentum, achieving record quarterly revenues, launching
our XL Grid charging infrastructure division, expanding our plug-in
hybrid electric product line onto GM vehicles and securing
meaningful new orders. Pending approval by Pivotal stockholders and
completion of the merger, XL Fleet will be well positioned to
extend its leadership in commercial vehicle electrification by
continuing to enhance its broad suite of fleet electrification
solutions to its established and expanding base of over 200
customers.”
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 the new ticker symbols, “XL” and “XL WS”,
respectively.
Pivotal encourages all PIC stockholders to protect their
investment and 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.
Your Vote Is Important, No Matter How Many
or How Few Shares You Own!
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
This communication is being made in respect of the proposed
merger transaction involving Pivotal and XL. Pivotal filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), which includes a proxy statement/prospectus
of Pivotal, and certain related documents, to be used at the
meeting of stockholders to approve the proposed business
combination and related matters. INVESTORS AND SECURITY HOLDERS OF
PIVOTAL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY
AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XL,
PIVOTAL AND THE BUSINESS COMBINATION. The definitive proxy
statement will be mailed to stockholders of Pivotal as of December
7, 2020. Investors and security holders will also be able to obtain
copies of the registration statement and other documents containing
important information about each of the companies once such
documents are filed with the SEC, without charge, at the SEC's web
site at www.sec.gov.
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 and certain of their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the stockholders of Pivotal in favor of the
approval of the business combination and related matters.
Stockholders 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 proxy statement and other relevant materials filed
with the SEC in connection with the business combination when they
become available. Information concerning the interests of Pivotal’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement relating to the business combination
when it becomes available.
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. 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 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
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 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’s business, including
the highly competitive nature of XL’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’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’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’s control. While all
projections are necessarily speculative, Pivotal and XL 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, 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, the
proposed transactions or other matters and attributable to Pivotal
and XL 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/20201208006053/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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