ElectraMeccanica Vehicles Corp. Reports Results of Special Meeting of Shareholders
March 20 2024 - 6:05PM
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
Franklinir@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.
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