ElectraMeccanica, (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, and Tevva, a pioneer in electric medium- and heavy-duty commercial vehicles (“Tevva”), announced that they have entered into a definitive arrangement agreement, pursuant to which ElectraMeccanica and Tevva have agreed to combine by way of a British Columbia statutory plan of arrangement.
The attending members of the Boards of Directors of both companies unanimously approved the proposed transaction. The proposed transaction is intended to accelerate their combined ability to capture the growing opportunity in commercial electric trucks.
Tevva recently commenced deliveries of its 7.5t battery-electric truck to commercial fleet customers focused on urban delivery – a critical and high-growth segment of the overall commercial truck market for delivery-dependent urban areas. Tevva supports its current product with a unique and purpose-built, commercial-grade electric battery system, and its future product portfolio is being developed to include a proprietary hydrogen range-extender technology, which delivers a differentiated and sustainable dual-energy solution. Tevva’s existing 110,000-square-foot EV manufacturing facility in Tilbury, United Kingdom, would be complemented by ElectraMeccanica‘s recently-commissioned 235,000-square-foot facility in Mesa, Arizona, which is expected to enable the combined company to scale its production to serve the U.K., European and U.S. markets.
David Roberts, current Director of Tevva and anticipated incoming Executive Chairman upon the closing of the proposed transaction, said, “Since Tevva’s founding more than ten years ago, we have focused our engineering and product development capabilities on developing a portfolio of zero-emission commercial vehicles that have generated significant customer interest. Our vehicles have undertaken more than 300,000 miles of testing and operating experience in real-world conditions by demanding fleet operators. We are excited to merge with ElectraMeccanica and accelerate the growth of the combined company. Throughout the process, we have been impressed with ElectraMeccanica’s management team and strongly believe that ElectraMeccanica’s complementary assets, skills and capital will further enhance our advantages in this large and rapidly growing market.”
Susan Docherty, Chief Executive Officer of ElectraMeccanica, added, “We are incredibly excited to partner with Tevva given their unique engineering expertise in an essential segment of a large and growing market. We believe this is the right time and Tevva is the right partner with which to pivot from consumer vehicles to commercial vehicles and respond to commercial fleet customer demand for superior, reliable and cost-efficient trucks. The complementary operations of the two companies and our similar values and mission give me complete confidence we can jointly create significant shareholder value. Tevva is extremely well positioned in the U.K. and European market and our world-class manufacturing facilities, combined experienced senior executive team and balance sheet will help take our combined company to the next level.”
Steven Sanders, Chairman of the ElectraMeccanica Board of Directors, added, “By partnering with Tevva, we are providing our shareholders with a unique opportunity to participate in the accelerated and technology-driven growth prospects of the combined company in ways that also logically extend and leverage ElectraMeccanica’s existing assets and strengths.”
Tevva’s focus on the commercial truck market
Since its founding in 2013, Tevva has focused on providing innovative zero-emission technology solutions for the urban delivery market. Tevva targeted this market given its size, rapid growth rate and its impact on the environment. Commercial vehicles, which stop frequently and largely operate in urban areas, are a significant source of greenhouse gas emissions. Transportation is one of the largest contributors to CO2 emissions globally, and medium- and heavy-duty vehicles account for 22% of the transportation industry’s emissions. While many fleet operators recognize the benefits zero-emission vehicles deliver, they also need reliable and cost-effective solutions. Tevva’s products have demonstrated their reliability and ability to provide customers with a compelling return on investment. Tevva has built a commercial vehicle ecosystem alongside its technical partners, including strategic investor Bharat Forge, with which it has worked with since 2018, to tailor its products to the needs of its customers accordingly.
Proposed transaction details
The proposed transaction with ElectraMeccanica and Tevva is the culmination of a formal process initiated by ElectraMeccanica’s Board of Directors (“ElectraMeccanica Board”) to explore a range of possible strategic alternatives for optimizing ElectraMeccanica’s assets and generating sustained shareholder value while still managing potential risks. Following the completion of a comprehensive process in which Tevva and others were thoroughly evaluated, the Strategic Committee of the Board of Directors of ElectraMeccanica, comprising Steven Sanders (Chairman), Mike Richardson (Vice Chairman) and Dietmar Ostermann (Director), made a unanimous, formal recommendation to ElectraMeccanica’s Board of Directors to pursue a combination with Tevva and proceed with the proposed transaction.
Upon the closing of the proposed transaction, ElectraMeccanica shareholders will own 23.5% of the combined company and Tevva shareholders will own 76.5% of the combined company on a fully diluted basis. The combined company expects to have a cash balance of approximately $70 – 80 million, with debt of approximately $26 million.
At closing of the proposed transaction, the combined company will operate as Tevva, Inc., and is expected to be domiciled in Delaware. It is anticipated that the combined company and its shares will trade on The Nasdaq Capital Market under the ticker symbol TVVA, subject to the receipt of all applicable Nasdaq approvals.
The combined company is expected to benefit from the acceleration of Tevva’s U.S. market entry, supported by the complementary platform, team, and assets of ElectraMeccanica, in addition to anticipated long-term reductions in material costs. The transaction is also expected to deliver approximately $5 million in run-rate annual cost savings by year-end 2024.
The Board of Directors of the combined company will consist of nine directors, comprising five directors from Tevva and four directors from ElectraMeccanica, of which seven are expected to be deemed independent.
The senior executive team of the combined company will reflect the significant talent and experience at the leadership level of both companies. Following the completion of the proposed transaction, it is expected that Susan E. Docherty will become Chief Executive Officer of the combined company. Ms. Docherty joined ElectraMeccanica in December 2022 as CEO and has over 40 years of senior leadership experience, including 30 years of international automotive experience at General Motors where she held a number of senior roles including President and Managing Director of Chevrolet/Cadillac Europe, Vice President of International Operations, Sales, Marketing and Aftersales in China, and Vice President of U.S. Sales, Service and Marketing. Ms. Docherty also serves as a Board Director of The Brink’s Company. It is also expected that David Roberts, who has served as a Board Director for Tevva for three years, will become Executive Chairman of the combined company. Mr. Roberts is a recognized expert in the industrial, transportation and clean energy sectors and in addition to his role at Tevva, Mr. Roberts chairs the Board of Directors of TAE Technologies (a commercial fusion energy developer) and Evtec Group (an automotive supply chain company). Previously, he held executive positions with Chrysler and Aston Martin Lagonda. During his time at Tevva, Mr. Roberts has overseen Tevva’s rapid growth through commercialization and managed key supplier, partner, and customer relationships globally.
The proposed transaction will be completed, subject to the definitive arrangement agreement, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), whereby a newly formed British Columbia corporation (“Tevva, Inc.”), created to manage and hold the combined business of ElectraMeccanica and Tevva, will, directly and indirectly, acquire all of the issued and outstanding equity securities of ElectraMeccanica and Tevva.
In addition, concurrent with the announcement of the proposed merger, the Board of ElectraMeccanica has approved, under certain conditions, the provision of a $6 million credit facility to Tevva which can be drawn in whole or in part until the closing of the proposed transaction. If drawn, the credit facility is intended to provide Tevva with additional working capital to accelerate delivery of commercial vehicles to fleet customers.
The proposed transaction is expected to close in the fourth quarter of 2023, following the satisfaction or waiver of closing conditions, including, among others, required approvals of ElectraMeccanica’s and Tevva’s shareholders of the proposed transaction, the approval of the Supreme Court of British Columbia of the proposed transaction, and the conditional approval for the shares of the Resulting Issuer to be listed on of Nasdaq.
All Officers and Directors of ElectraMeccanica support the transaction and have entered into support and voting agreements (subject to certain rights of withdrawal) for all of their shares, including ElectraMeccanica’s founder and largest shareholder. This cumulatively represents 9.67 million shares, or approximately 7.89% of ElectraMeccanica’s outstanding shares. In addition, the aforementioned ElectraMeccanica shareholders and key shareholders of Tevva (representing 49% of Tevva’s current shares outstanding), have entered into lock-up agreements in connection with the proposed transaction, which will subject them to a 180-day restricted period, subject to certain release exemptions based on the trading level of the combined company’s stock price.
In connection with the proposed transaction, ElectraMeccanica anticipates filing a proxy statement and management information circular (the “Circular”) in connection with a special meeting of holders of ElectraMeccanica common shares expected to be held in the third quarter of this year to approve the proposed transaction.
Advisors
Greenhill & Co. Canada Ltd. is serving as financial advisor to ElectraMeccanica and also provided a fairness opinion to the ElectraMeccanica Board in connection with the proposed transaction. Snell & Wilmer L.L.P., McCarthy Tétrault LLP and Fox Williams LLP are serving as legal counsel to ElectraMeccanica in connection with the proposed transaction.
Lucosky Brookman LLP and Gowling WLG are acting as legal counsel to Tevva in connection with the proposed transaction.