MESA, Ariz., March 14, 2024 (GLOBE NEWSWIRE) — 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 ElectraMeccanica
ElectraMeccanica (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 It
Xos 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 Franklin
ir@emvauto.com
