While exploring potential combination partners, the EMV management team and board had the opportunity to meet directly with Xos commercial fleet operator customers.
We wanted to talk to these buyers to get a clear sense of how the products delivered were, or were not, meeting expectations. It was immediately clear that everyone, from those in finance to the drivers themselves, loves Xos’ products and that the company is exceeding expectations.
The talented folks at Xos have an unparalleled understanding not only of what they build but also of customers’ needs and how to meet them. This is one of the many attributes that positioned Xos as far superior to any other potential partner, and one of the many ways in which they are able to attract and retain immediately recognizable household name customers such as FedEx Ground and Penske.
While we cannot share every customer conversation we and Xos had for confidentiality reasons, we can provide some very worthwhile color and use case information, below. Even this brief set of summaries should give shareholders and others a sense of Xos as a competitive, thoughtful and complete customer solution provider:
At Loomis, new regulations for idling vehicles in New York City in 2023 posed a problem as, for security reasons, Loomis delivery vehicles must remain idle. Xos teamed up with Loomis to help the company navigate city emission regulations while assuring Loomis achieved the security standard it’s known for.
“Since we transport cash and valuables in society, we have really high [security] standards,” Jenny Palmblad, Loomis Sustainability Manager, shares. “We understand that most of our carbon emissions come from our transports. When it comes to the kind of vehicles Loomis operates, they’re huge!”
Eric Rickard, Loomis Vice President of Procurement and Fleet, further elaborates: “Some of the other players made a lot of promises, but they were not able to show or deliver a product. Some of the important features [of Xos electric stepvans] that are important to us are the range, certainly the payload capacity, the ease of operation, and ease of charge. It’s just been a very good vehicle for us.”
UniFirst has over 3,000 stepvans on the road across the country that travel over 69 million miles annually. Like many companies, eliminating emissions is a key focus for them. “We’re trying to reduce our carbon footprint, and electric is the way to go,” said Michael A. Croatti, Vice President of Operations at UniFirst. “Working with Xos is a step for the future.”
Learn more: https://www.youtube.com/watch?v=Uxqs5Fq26yA
Xos stepvans are also loved by the various contract delivery drivers who use them. “My average day is 130 to 140 stops,” said Jesse Ray Hughes, a Texas-based contract delivery driver who recently switched from a diesel truck to a Xos electric stepvan. “From diesel to electric, it’s a totally different atmosphere.” Jesse especially loves how quiet his electric stepvan is compared to his diesel truck, and how the Xos product specifically has eliminated his range anxiety.
Learn more: https://www.youtube.com/watch?v=zV1713fuGhc
Alsco first deployed Xos electric stepvans in Northern California last year as part of the company’s commitment to improved sustainability. According to Glenn Teixiera, Regional Manager at Alsco: “For the textile services industry, electric trucks work quite well. They work well because of the load size and the scope of where we deliver.”
Further, Alsco recognizes that adding Xos trucks to its fleet impacts the company’s bottom line. In the words of Richard Wooten, Alsco General Manager: “Between legislative and government incentives [to switch to electric commercial vehicles], I think that our customers respect the push to do that, especially in this market… We see the customer take that into account when they’re choosing a vendor.”
Learn more: https://www.youtube.com/watch?v=-eV48IlbfLE
The above represents a small handful of the dozen customers who have publicly shared their positive experiences partnering with Xos to electrify their fleets. Customer testimonials were an important part of our decision to enter into our proposed agreement with Xos. As such, we wanted to share this information with our shareholders to help inform their own decision-making regarding our proposed transaction.
About Xos, Inc.
Xos is a leading technology company, electric truck manufacturer, and fleet services provider for battery-electric fleets. Xos vehicles and fleet management software are purpose-built for medium- and heavy-duty commercial vehicles that travel on last-mile, back-to-base routes. The company leverages its proprietary technologies to provide commercial fleets with battery-electric vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine counterparts. For more information, please visit www.xostrucks.com.
ElectraMeccanica (NASDAQ: SOLO) is a designer and assembler of environmentally efficient electric vehicles that will enhance the urban driving experience, including commuting, delivery and shared mobility.
Additional Information and Where to Find It
In connection with the proposed transaction, Xos and ElectraMeccanica have filed with the U.S. Securities and Exchange Commission (the “SEC”) a joint preliminary proxy statement, including a preliminary management information circular, and intend to file a definitive proxy statement, including a definitive management information circular, and other relevant documents relating to the proposed transaction. Promptly after filing the joint definitive proxy statement with the SEC, Xos and ElectraMeccanica will mail the joint definitive proxy statement, including management information 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 STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AS APPLICABLE, AND ANY OTHER DOCUMENTS THAT XOS AND ELECTRAMECCANICA WILL FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, OR INCORPORATE BY REFERENCE IN THE JOINT PROXY STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS, AS APPLICABLE, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of the joint preliminary and definitive proxy statements and management information circulars (including any amendments or supplements thereto) and any other relevant documents filed by Xos and ElectraMeccanica with the SEC in connection with the proposed transaction (when they become available) on the SEC’s website at www.sec.gov, on the Canadian 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 firstname.lastname@example.org, on ElectraMeccanica’s website at https://ir.emvauto.com, or by contacting ElectraMeccanica’s Investor Relations via email at IR@emvauto.com, as applicable.
Participants in the Solicitation
Xos and its directors and certain of its executive officers, consisting of Stuart Bernstein, Burt Jordan, Alice K. Jackson, George N. Mattson and Ed Rapp, who are the non-employee members of the board of directors of Xos, Dakota Semler, Chief Executive Officer and a director of Xos, Giordano Sordoni, Chief Operating Officer and a director of Xos, Liana Pogosyan, Vice President of Finance and Acting Chief Financial Officer of Xos, and Christen Romero, General Counsel of Xos, are participants in the solicitation of proxies from the stockholders of Xos in connection with matters related to the proposed transaction and any other matters to be voted on at the special meeting of stockholders of Xos. Information regarding Xos’ directors and certain of its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation-Outstanding Equity Awards at 2022 Fiscal Year-End,” and “Executive Compensation-Director Compensation” contained in Xos’ definitive proxy statement on Schedule 14A for its 2023 annual meeting of the stockholders (the “2023 Xos Proxy Statement”), which was filed with the SEC on April 20, 2023. To the extent that Xos’ directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2023 Xos Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the joint preliminary and definitive proxy statements and management information circulars for Xos’ special meeting of stockholders and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
ElectraMeccanica and its directors and certain of its executive officers, consisting of Luisa Ingargiola, Dietmar Ostermann, Michael Richardson, Steven Sanders, David Shemmans and Joanne Yan, who are the non-employee members of the board of directors of ElectraMeccanica, Susan Docherty, Chief Executive Officer, Interim Chief Operating Officer and a director of ElectraMeccanica, Kim Brink, Chief Revenue Officer of ElectraMeccanica, Michael Bridge, General Counsel and Secretary of ElectraMeccanica, and Stephen Johnston, Chief Financial Officer of ElectraMeccanica, are participants in the solicitation of proxies from the shareholders of ElectraMeccanica in connection with matters related to the proposed transaction and any other matters to be voted on at the special meeting of the shareholders of ElectraMeccanica. Information regarding ElectraMeccanica’s directors and certain of its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in ElectraMeccanica’s definitive proxy statement on Schedule 14A for its 2023 annual general meeting of shareholders (the “2023 ElectraMeccanica Proxy Statement”), which was filed with the SEC and applicable Canadian securities regulatory authorities on November 22, 2023. To the extent that ElectraMeccanica’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2023 ElectraMeccanica Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC, including the Form 4s filed with the SEC on March 24, 2023 with respect to Michael Bridge, and on January 5, 2024 with respect to Stephen Johnston. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the joint preliminary and definitive proxy statements and management information circulars for ElectraMeccanica’s special meeting of shareholders and any other relevant materials to be filed with the SEC and applicable Canadian securities regulatory authorities in respect of the proposed transaction when they become available.
These documents are available free of charge from the sources described in the preceding section titled “Additional Information and Where to Find It.”
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 communication 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 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 combined operations and prospects of ElectraMeccanica and Xos, the current and projected market, growth opportunities and synergies for the combined company, federal and state regulatory tailwinds, expectations and intentions provided by ElectraMeccanica to Xos, the expected cash balance of ElectraMeccanica at the time of the closing of the proposed transaction, expectations regarding Xos’
ability to leverage ElectraMeccanica’s assets, the expected composition of the management and the board of directors of the combined company, gross margin and future profitability expectations, and the timing and completion of the proposed transaction, 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 Xos and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:
- ● 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 affecting the businesses of the companies generally, including but not limited to 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 April 17, 2023, ElectraMeccanica’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2023 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, Xos or the combined company. Forward-looking statements speak only as of the date they are made, and ElectraMeccanica, Xos and the combined company undertake 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 they are expressly required to do so by law.