Xos to Acquire ElectraMeccanica; Details Shared in DEFA14A Filing

TL;DR

**Xos is acquiring ElectraMeccanica, signaling a major strategic move for the company.**

AI Summary

Xos, Inc. announced on January 11, 2024, its plan to acquire ElectraMeccanica Vehicles Corp. through a plan of arrangement under British Columbia's Business Corporations Act. This DEFA14A filing includes communications like employee Q&As, a joint conference call transcript, a CEO letter to employees, and social media posts, all aimed at informing stakeholders about the proposed acquisition. This matters to investors because it signals Xos's strategic expansion and potential for increased market share or operational synergies, which could impact future stock performance.

Why It Matters

This acquisition could significantly alter Xos's market position and financial outlook, potentially leading to growth opportunities or integration challenges that will affect shareholder value.

Risk Assessment

Risk Level: medium — Acquisitions always carry integration risks and the potential for unforeseen liabilities, making this a medium-risk event for Xos shareholders.

Analyst Insight

Investors should monitor future filings for details on the financial terms of the acquisition and the expected synergies, as these will be crucial for evaluating the long-term impact on Xos's stock.

Key Players & Entities

• Xos, Inc. (company) — acquiring company
• ElectraMeccanica Vehicles Corp. (company) — target company
• January 11, 2024 (date) — announcement date of the arrangement agreement
• British Columbia (company) — jurisdiction for the plan of arrangement

FAQ

Key Financial Figures

• $46.5 — nica's cash balance to be approximately $46.5 - $50.5 million at the time of the clos
• $50.5 million — ash balance to be approximately $46.5 - $50.5 million at the time of the closing of the trans
• $48.5 million — , which is expected to be approximately $48.5 million. ElectraMeccanica will also have the ri

Filing Documents

• a2024012414afiling.htm (DEFA14A) — 155KB
• 0001819493-24-000017.txt ( ) — 156KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Xos, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. On January 11, 2024, Xos, Inc. ("Xos") and ElectraMeccanica Vehicles Corp. ("ElectraMeccanica") announced entry into an arrangement agreement, pursuant to which Xos will acquire all of the issued and outstanding common shares of ElectraMeccanica pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). This Schedule 14A filing consists of the following communications relating to the proposed transaction (1) A list of QAs from Xos for Xos employees. (2) A transcript of a joint conference call by the Chief Executive Officer of Xos and the Chief Executive Officer of ElectraMeccanica (3) A letter from the Chief Executive Officer of Xos to Xos employees and (4) A social media post by ElectraMeccanica (and the hyperlinked webpage referenced in such post), which was subsequently reposted by Xos' social media account. Xos Employee QA Business Combination with ElectraMeccanica Employee QA What is the proposed combination between Xos and ElectraMeccanica On January 11, 2024 Xos and ElectraMeccanica announced a proposed combination of the two companies. In the proposed transaction, Xos will acquire all of the issued and outstanding common shares of ElectraMeccanica in an all-stock transaction. Following the close of the transaction, ElectraMeccanica shareholders will own approximately 21% of the combined company and Xos shareholders will own approximately 79% of the combined company, subject to certain adjustments provided in the arrangement agreement governing the transaction. Following the close of the proposed transaction Xos will gain access to ElectraMeccanica's cash balance. We anticipate ElectraMeccanica's cash balance to be approximately $46.5 - $50.5 million at the time of the closing of the transaction. When will the transaction be completed The transaction is currently estimated to close in the first half of 2024. Why will it take so long to close the deal In order for the transaction to close a number of procedural steps must be completed. For example, the transaction is subject to court approval and approval by Xos' stockholders and ElectraMeccanica shareholders, which requires the filing of a proxy statement with shareholders of each of Xos and Electrameccanica and a subsequent shareholder vote. Why did Xos already announce the proposed transaction if it will take so long to close The transaction is subject to both regulatory and shareholder approval. Xos plans to hold a special meeting of Xos shareholders to approve the transaction. Will Xos employees vote on whether or not to move forward with the transaction The proposed combination is subject to approval by Xos' shareholders of record. What happens if the transaction with ElectraMeccanica is not finalized If the transaction with ElectraMeccanica is not finalized then Xos will continue to explore alternative other avenues to access to capital, including potential financing arrangements, partnerships, and MA opportunities. What does Xos gain from entering into this transaction Following the completion of the transaction, Xos will gain access to ElectraMeccanica's cash balance, which is expected to be approximately $48.5 million. ElectraMeccanica will also have the right to appoint two to three members of the Xos Board of Directors, thereby adding to the diverse set of professional experiences and knowledge on Xos' Board of Directors. Does the proposed combination change Xos' focus as a company Xos will continue to stay focused on our robust line of Xos Stepvans, the Xos Hub, and Xos Powertrains as our core product portfolio. Will Xos' name change following the close of the transaction No. Xos will continue to conduct business under the name Xos' following the close of the transaction. How many employees will be joining Xos from ElectraMeccanica It is currently anticipated that certain ElectraMeccanica employees will join Xos in roles where additional operational support is needed. Xos continues to evaluate the number of employees to be added from ElectraMeccanica. Where will Xos operate following the proposed combination Xos has

View Full Filing

View this DEFA14A filing on SEC EDGAR