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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Electrameccanica Vehicles Corporation | NASDAQ:SOLO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2122 | 0.2228 | 0.1947 | 0 | 00:00:00 |
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:
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:
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
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