MESA, Ariz., March 20, 2024 (GLOBE NEWSWIRE) -- ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) ("ElectraMeccanica"), a designer and assembler of electric vehicles, today announces the results of the special meeting of shareholders of ElectraMeccanica (the "Shareholders") held virtually on Wednesday, March 20, 2024 (the "Meeting"), including the adoption of the Arrangement (as defined below) by the Shareholders.
ElectraMeccanica put forward the following proposals to be voted on by the Shareholders at the Meeting, all of which were approved: (i) to pass a special resolution approving a statutory arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia), involving, among other things, the acquisition by Xos, Inc. ("Xos") or its permitted assignee of all of the outstanding common shares ("Shares") of the Company (the "ElectraMeccanica Arrangement Proposal"); (ii) to pass, on an advisory basis, an ordinary resolution approving the compensation that will or may become payable to ElectraMeccanica's named executive officers that is based on or otherwise relates to the transactions contemplated by the Arrangement Agreement between ElectraMeccanica and Xos dated January 11, 2024, as it may be amended from time to time; (iii) to pass an ordinary resolution authorizing the Company to amend its notice of articles and articles to change its name to "ElectraMeccanica North America Corp."; and (iv) to approve the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the ElectraMeccanica Arrangement Proposal.
The ElectraMeccanica Arrangement Proposal was required to be approved by the affirmative vote of two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. A total of 16,559,479 votes, or approximately 86.2% of the votes cast at the Meeting by Shareholders, were cast in favour of the ElectraMeccanica Arrangement Proposal.
Closing of the Arrangement remains subject to certain customary closing conditions, including court approval.
On March 20, 2024, ElectraMeccanica filed a report of voting results on all proposals voted on at the Meeting on SEDAR+ at http://www.sedarplus.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.
ElectraMeccanica Contact:
John Franklin
ir@emvauto.com
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. 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;
- 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.
