LOS ANGELES & BOCA RATON, Fla.–(BUSINESS WIRE)–Xos, Inc., a number one producer of totally electrical Class 5 to Class 8 business automobiles (“Xos” or the “Firm”) and NextGen Acquisition Corp. (Nasdaq: NGAC) (“NextGen”), a publicly traded particular goal acquisition firm, introduced immediately that they’ve entered right into a definitive enterprise mixture settlement that may end in Xos changing into a publicly listed firm. The mixed firm is predicted to be traded on The Nasdaq Inventory Market beneath “XOS”.
Dakota Semler, Co-Founder and CEO of Xos, said, “In 2016, my co-founder and I got down to construct an organization whose mission was to decarbonize transportation by means of the design, engineering and improvement of purpose-built business automobiles. Our purpose was to supply prospects a superior different to conventional fossil gas automobiles. As former fleet operators, we gained a deep appreciation for the challenges of working and sustaining business fleets, notably in mild of accelerating emissions necessities. Xos developed its know-how and product portfolio in shut collaboration with established fleet operators who’ve offered invaluable ongoing suggestions that has knowledgeable each side of our automobile design, product engineering, business manufacturing and repair technique. In consequence, we’ve developed business EV options that uniquely incorporate buyer necessities.”
“Since 2019, we’ve had automobiles on the highway and within the arms of our prospects, which embrace UPS, Wiggins, Lonestar and Loomis, validating our sturdy and low-cost sustainable design. In the present day’s announcement represents a significant milestone that enables Xos to broaden its automobile and battery manufacturing capability, advance our subsequent technology battery and automobile management programs, and put hundreds extra Xos automobiles on the highway,” mentioned Xos’ Co-Founder and COO, Giordano Sordoni.
Xos developed its automobiles to fulfill the calls for and prolonged life cycles of last-mile, on-highway and vocational automobiles. Xos believes it’s effectively positioned to capitalize on the electrification of the $100 billion whole addressable marketplace for medium- and heavy-duty last-mile business electrical automobiles. The Firm’s greater than 6,000-unit backlog of contracted and non-obligatory orders underscores sturdy market alternatives for Xos’ automobile merchandise.
Demand within the last-mile business EV market is predicted to develop at a 35% CAGR by means of 2040 as electrical automobiles substitute conventional fossil gas automobiles, pushed by new emissions requirements, continued progress of e-commerce and the relocation of success facilities to areas nearer to shoppers. Xos’ vehicles are powered by its proprietary know-how, developed to fulfill the wants of business fleets, and designed to attain a TCO that’s decrease than conventional fossil gas automobiles and different electrical automobile options.
The Firm affords Fleet-as-a-Service—a bundled bundle that gives automobile possession providers to fleet operators for a set month-to-month payment—in coordination with companions corresponding to DLL Group (financing providers) and Dickinson Fleet Providers (automobile upkeep). The Fleet-as-a-Service bundle aggregates in any other case fragmented fleet service choices and is projected to considerably enhance Xos’ lifetime income per automobile.
“The sturdy secular tailwinds of local weather change and e-commerce anchor our funding conviction in Xos,” mentioned George Mattson, Co-Founder and Co-Chairman of NextGen. “Local weather change is among the world’s best challenges, and business vehicles are the biggest emitters per capita of greenhouse gases within the transportation business. Concurrently, last-mile e-commerce supply is rising, accelerated by adjustments in shopper buying behaviors post-COVID. The twin drivers of sturdy underlying business progress and the crucial to transition conventional fossil gas automobiles to zero emission automobiles, set the backdrop for sturdy underlying progress for years to return. Xos has efficiently commercialized its value aggressive proprietary product providing and is now poised to scale supply of its customer-validated automobiles with the expansion capital that NextGen will present.”
“NextGen reviewed over 100 potential merger alternatives and carried out in-depth evaluations of a number of firms within the EV and automotive know-how sectors,” added Gregory Summe, Co-Founder and Co-Chairman of NextGen. “Based mostly on our work, we consider that Xos is best-positioned to seize the quickly rising demand for business electrical automobiles with a compelling buyer providing. We sit up for working with Xos’ management crew by offering strategic, working and governance expertise to assist Xos understand its imaginative and prescient of decarbonizing business transportation.”
Along with Dakota Semler and Giordano Sordoni, Xos will proceed to be led by its current administration crew together with Chief Expertise Officer, Robert Ferber, and Chief Monetary Officer, Kingsley Afemikhe.
The enterprise mixture values the mixed firm at a $2.0 billion professional forma fairness worth, at a value of $10.00 per NextGen share and assuming no redemptions by NextGen shareholders. The transaction will present $575 million of gross proceeds to the corporate, assuming no redemptions, together with a $220 million oversubscribed and totally dedicated widespread inventory PIPE at $10.00 per share anchored by Janus Henderson Buyers, in addition to a consortium of truck sellers led by Thompson Truck Facilities.
The boards of administrators of each Xos and NextGen have every unanimously accepted the proposed enterprise mixture, which is predicted to be accomplished within the second quarter of 2021, topic to, amongst different issues, the approval by NextGen’s shareholders of the enterprise mixture, the concurrent PIPE transaction, satisfaction of the circumstances said within the definitive settlement and different customary closing circumstances, together with that the U.S. Securities and Trade Fee (the “SEC”) completes its evaluation of the registration assertion on Type S-4 and the proxy assertion/prospectus, the receipt of sure regulatory approvals, and approval by The Nasdaq Inventory Market to checklist the securities of the mixed firm.
BofA Securities is serving as unique monetary advisor to Xos, and Cooley LLP is serving as authorized advisor to Xos. Goldman Sachs & Co. LLC is serving as unique monetary advisor and lead capital markets advisor to NextGen and as sole placement agent for the PIPE transaction. Rothschild & Co is performing as further monetary advisor to NextGen. Credit score Suisse LLC is serving as further capital markets advisor to NextGen. Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized advisor to NextGen.
Convention Name and Webcast Data
Buyers might hearken to a pre-recorded name discussing the proposed enterprise mixture later immediately, February 22, 2021 at 8:00 AM EST. The decision could also be accessed by dialing 1-877-407-9716 (home callers) or 1-201-493-6779 (worldwide callers) and coming into the convention ID quantity 13716356. A reside webcast and replay of the decision can be accessible here and can be accessed at https://xostrucks.com/investors. A phone replay of the decision may also be accessible till 11:59 pm EST on March 8, 2021. The replay could also be accessed by dialing 1-844-512-2921 (home callers) or 1-412-317-6671 (worldwide callers) and coming into the convention ID quantity 13716356.
About Xos, Inc.
Xos, Inc. is an electrical mobility firm devoted to creating fleets extra environment friendly. Xos designs and develops totally electrical battery mobility programs particularly for business fleets. The corporate’s major focus is on medium- and heavy-duty business automobiles that journey on “final mile” routes (i.e. predictable routes which might be lower than 200 miles per day). The corporate leverages its proprietary applied sciences to supply business fleets zero emission automobiles which might be simpler to keep up and extra cost-efficient on a complete value of possession (TCO) foundation than their inner combustion engine and business EV counterparts. For extra data, please go to www.xostrucks.com.
NextGen Acquisition Company is a clean verify firm whose enterprise goal is to impact a merger, capital inventory alternate, asset acquisition, inventory buy, reorganization or related enterprise mixture with a number of companies. NextGen is led by George Mattson, a former Companion at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ beneath the ticker image “NGAC.” For extra data, please go to www.nextgenacq.com.
Extra Data and The place to Discover It
This press launch pertains to a proposed transaction between Xos and NextGen. This press launch just isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not represent a proposal to promote or a solicitation of a proposal to purchase the securities of Xos, the mixed firm or NextGen, nor shall there be any sale of any such securities in any state or jurisdiction wherein such provide, solicitation, or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No provide of securities shall be made besides by way of a prospectus assembly the necessities of the Securities Act. NextGen intends to file a registration assertion on Type S-4 with the SEC, which is able to embrace a doc that serves as a prospectus and proxy assertion of NextGen, known as a proxy assertion/prospectus. A proxy assertion/prospectus can be despatched to all NextGen shareholders. NextGen additionally will file different paperwork concerning the proposed transaction with the SEC. Earlier than making any voting determination, traders and safety holders of NextGen are urged to learn the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that can be filed with the SEC in reference to the proposed transaction as they develop into accessible as a result of they may comprise essential details about the proposed transaction.
Buyers and safety holders will have the ability to receive free copies of the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that can be filed with the SEC by NextGen by means of the web site maintained by the SEC at www.sec.gov.
The paperwork filed by NextGen with the SEC additionally could also be obtained freed from cost at NextGen’s web site at https://www.nextgenacq.com/investor-info.html#filings or upon written request to 2255 Glades Street, Suite 324A, Boca Raton, Florida 33431.
Members within the Solicitation
NextGen and Xos and their respective administrators and government officers could also be deemed to be contributors within the solicitation of proxies from NextGen’s shareholders in reference to the proposed transaction. A listing of the names of the administrators and government officers of NextGen and data concerning their pursuits within the enterprise mixture is about forth in NextGen’s registration assertion on Type S-1 (File No. 333-248921) filed with the SEC on October 7, 2020. Extra data concerning the pursuits of such individuals can be contained within the registration assertion and the proxy assertion/prospectus when accessible. You could receive free copies of those paperwork as described within the previous paragraph.
Cautionary Assertion Concerning Ahead-Wanting Statements
This press launch accommodates sure forward-looking statements throughout the which means of the federal securities legal guidelines with respect to the proposed transaction between Xos and NextGen, together with statements concerning the advantages of the transaction, the anticipated timing of the transaction and the merchandise and markets of Xos. These forward-looking statements usually are recognized by the phrases “consider,” “mission,” “anticipate,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “might,” “ought to,” “will,” “would,” “can be,” “will proceed,” “will probably end result,” and related expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which might be primarily based on present expectations and assumptions and, in consequence, are topic to dangers and uncertainties. Many elements may trigger precise future occasions to vary materially from the forward-looking statements on this press launch, together with however not restricted to: (i) the chance that the transaction is probably not accomplished in a well timed method or in any respect, which can adversely have an effect on the worth of NextGen’s securities, (ii) the chance that the transaction is probably not accomplished by NextGen’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by NextGen, (iii) the failure to fulfill the circumstances to the consummation of the transaction, together with the adoption of the Merger Settlement by the shareholders of NextGen, the supply of the minimal amount of money accessible within the belief account wherein considerably the entire proceeds of NextGen’s preliminary public providing and personal placements of its warrants have been deposited following redemptions by NextGen’s public shareholders and the receipt of sure governmental and regulatory approvals, (iv) the dearth of a 3rd celebration valuation in figuring out whether or not or to not pursue the proposed transaction, (v) the shortcoming to finish the PIPE funding in reference to the transaction, (vi) the incidence of any occasion, change or different circumstance that might give rise to the termination of the Merger Settlement, (vii) the impact of the announcement or pendency of the transaction on Xos’s enterprise relationships, working outcomes, and enterprise usually, (viii) dangers that the proposed transaction disrupts present plans and operations of Xos and potential difficulties in Xos worker retention on account of the transaction, (ix) the result of any authorized proceedings that could be instituted towards Xos or towards NextGen associated to the Merger Settlement or the proposed transaction, (x) the power to keep up the itemizing of NextGen’s securities on a nationwide securities alternate, (xi) the worth of NextGen’s securities could also be unstable as a consequence of quite a lot of elements, together with adjustments within the aggressive and controlled industries wherein NextGen plans to function or Xos operates, variations in working efficiency throughout opponents, adjustments in legal guidelines and laws affecting NextGen’s or Xos’s enterprise, Xos’s lack of ability to implement its marketing strategy or meet or exceed its monetary projections and adjustments within the mixed capital construction, (xii) the power to implement enterprise plans, forecasts, and different expectations after the completion of the proposed transaction, and establish and understand further alternatives, and (xiii) the chance of downturns and a altering regulatory panorama within the extremely aggressive electrical automobile business. The foregoing checklist of things just isn’t exhaustive. You need to rigorously think about the foregoing elements and the opposite dangers and uncertainties described within the “Threat Components” part of NextGen’s registration assertion on Type S-1 (File No. 333-248921), the registration assertion on Type S-4 mentioned above, the proxy assertion/prospectus and different paperwork filed or that could be filed by NextGen sometimes with the SEC. These filings establish and tackle different essential dangers and uncertainties that might trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Xos and NextGen assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case. Neither Xos nor NextGen offers any assurance that both Xos or NextGen, or the mixed firm, will obtain its expectations.
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