DEFA14A: Workhorse Files Proxy for Motiv Power Systems Merger

Workhorse Group Inc. has filed definitive additional materials regarding its merger agreement with Motiv Power Systems, Inc., seeking shareholder approval.

Summary

• Workhorse Group Inc. has filed Definitive Additional Materials (DEFA14A) related to its Agreement and Plan of Merger with Motiv Power Systems, Inc., dated August 15, 2025.
• The filing serves as a communication to employees, customers, partners, and analysts concerning the proposed merger.
• Workhorse has filed a definitive proxy statement on Schedule 14A (the Definitive Proxy Statement) and a proxy card for its 2025 Annual Meeting of Stockholders.
• Stockholders are urged to read the Definitive Proxy Statement and other relevant documents carefully before making voting or investment decisions.
• Workhorse and certain directors and officers are deemed participants in the proxy solicitation for matters to be considered at the Annual Meeting.

Sentiment

Score: 5

Explanation: The filing is a procedural announcement of a merger agreement, heavily weighted with comprehensive risk disclosures, leading to a neutral to slightly cautious sentiment. It does not present explicit positive or negative financial outcomes.

Risks

• The parties' ability to successfully integrate their businesses and technologies, potentially leading to the combined company not operating as effectively and efficiently as expected.
• The risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Workhorse's ability to obtain shareholder approval required to consummate the proposed transaction and the timing of its closing, including conditions not being satisfied or failure to close.
• The risk that any required regulatory approval, consent, or authorization for the proposed transaction is not obtained or is subject to unanticipated conditions.
• The occurrence of any event, change, or circumstance that could lead to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• The effect of the announcement, pendency, or completion of the proposed transaction on the parties' business relationships and operations.
• The effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty regarding the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations, and potential difficulties in hiring or retaining employees.
• Workhorse's ability to develop and manufacture its product portfolio, including the W4 CC, W750, and W56, and other programs.
• Workhorse's ability to attract and retain customers for its existing and new products.
• Ongoing and anticipated changes in the U.S. political environment, including those from the new Presidential Administration, control of Congress, and changes to regulatory agencies.
• The implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response by foreign governments.
• Risks associated with obtaining orders and executing upon such orders.
• The unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to regulations like the California Air Resource Board's Advanced Clean Fleet regulation.
• Changes in attitude toward environmental, social, and governance matters among regulators, investors, and business partners.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, and resulting cost increases.
• Workhorse's ability to capitalize on opportunities to deliver products to meet customer requirements.
• Workhorse's limited operations and need to expand and enhance elements of its production process to fulfill product orders.
• Workhorse's general inability to raise additional capital to fund its operations and business plan.
• Workhorse's ability to receive sufficient proceeds from current and future financing arrangements to meet immediate liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Workhorse's ability to maintain compliance with Nasdaq listing requirements and the impact of steps taken, such as reverse stock splits.
• Workhorse's ability to protect its intellectual property.
• Market acceptance of Workhorse's products.
• Workhorse's ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern, and its ability to control expenses.
• The effectiveness of Workhorse's cost control measures and their impact on operations, including the effects of furloughing employees.
• Potential competition, including shifts in technology.
• Volatility in and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions, acts of war (including conflicts in Ukraine and the Middle East), and/or terrorism.
• The prices being charged by Workhorse's competitors.
• Workhorse's inability to retain key members of its management team.
• Workhorse's inability to satisfy customer warranty claims.
• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Workhorse's ability to realize the benefits of the sale and leaseback transaction of its Union City Facility.

Future Outlook

The filing outlines the proposed merger transaction between Workhorse and Motiv, anticipating future events, business strategies, and the expected benefits and impact on the combined company's financial and operating results. It also mentions the expected amount and timing of synergies and the anticipated closing date, while emphasizing that these are forward-looking statements subject to significant risks and uncertainties.

Industry Context

This merger announcement indicates a strategic move within the electric commercial vehicle industry, potentially aiming for consolidation, expanded product offerings, or enhanced market position for the combined entity in a sector facing evolving regulations, supply chain challenges, and increasing competition.

Corporate Governance

Legal Proceedings

• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc., is listed as a risk factor.

Stakeholder Impact

• Shareholders: Required to vote on the merger, potential impact on stock price and long-term value of combined company, and dilution from future financing.
• Employees: Potential disruption to current plans and operations, and difficulties in hiring or retaining employees as a result of the proposed transaction.
• Customers, Partners, and Analysts: Recipients of communications regarding the merger, indicating potential changes in product offerings, services, or strategic direction.
• Regulators: Potential need for regulatory approvals, and ongoing compliance with various regulations (e.g., CARB Advanced Clean Fleet regulation).

Next Steps

• Workhorse stockholders will vote on the proposed merger at the 2025 Annual Meeting of Stockholders.
• Workhorse will continue to file relevant documents with the SEC, including the Definitive Proxy Statement.
• The parties will work towards satisfying conditions for the transaction and obtaining any necessary regulatory approvals.
• The proposed transaction is expected to close, subject to shareholder approval and other conditions.

Key Dates

Keywords

Workhorse Group, Motiv Power Systems, Merger Agreement, Acquisition, SEC Filing, Proxy Statement, Electric Vehicles, Commercial Vehicles, Corporate Governance, Shareholder Vote