Aimed to create a market leader in zero-emission commercial vehicles, ElectraMeccanica and Tevva announced proposed of merger agreement.
ElectraMeccanica is a designer and assembler of electric vehicles while Tevva is a pioneer in electric medium- and heavy-duty commercial vehicles.
Both companies 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.
Proposed Transaction Details
The proposed transaction with ElectraMeccanica and Tevva is the culmination of a formal process initiated by ElectraMeccanica’s Board of Directors 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.
Fonte: Tevva
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