DEFA14A: Workhorse Merger with Motiv Gains Key Proxy Support

Leading proxy advisory firms ISS and Glass Lewis recommend Workhorse shareholders vote FOR the proposed merger with Motiv Power Systems.

Summary

• Workhorse Group Inc. is soliciting shareholder votes FOR the Agreement and Plan of Merger with Motiv Power Systems, Inc., dated August 15, 2025.
• Leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have both recommended that Workhorse shareholders vote FOR the transaction.
• Shareholders are encouraged to vote promptly to participate in the potential upside of the combined company.
• The company has filed a definitive proxy statement on Schedule 14A with the SEC, containing important information about the Annual Meeting and the merger proposals.

Sentiment

Score: 8

Explanation: The filing conveys a strong positive sentiment regarding the merger, reinforced by the recommendations of leading proxy advisory firms, and actively encourages shareholder participation for a favorable outcome.

Positives

• Leading proxy advisory firms, ISS and Glass Lewis, recommend shareholders vote FOR the merger transaction with Motiv Power Systems, Inc.
• The merger is presented as an opportunity for shareholders to participate in the potential upside of the combined company.

Risks

• Inability to successfully integrate the businesses and technologies of Workhorse and Motiv, potentially leading to the combined company not operating as effectively and efficiently as expected.
• Failure to fully achieve the expected benefits and synergies of the proposed transaction in a timely manner, or at all.
• Workhorse's inability to obtain the required shareholder approval for the transaction.
• Conditions to the transaction not being satisfied on a timely basis or at all, or the failure of the transaction to close for any other reason or on anticipated terms.
• Regulatory approvals, consents, or authorizations required for the proposed transaction not being obtained, or being obtained subject to unanticipated conditions.
• Occurrence of any event, change, or circumstance that could lead to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures related to the transaction.
• Negative effects of the announcement, pendency, or completion of the proposed transaction on business relationships and operations.
• Impact 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.
• Disruption of current plans and operations of both parties and potential difficulties in hiring or retaining employees due to the transaction.
• Ability to develop and manufacture the product portfolio, including the W4 CC, W750, and W56, and other programs.
• Ability to attract and retain customers for 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.
• Implementation of changes to the existing tariff regime by the new Presidential Administration and responsive measures by foreign governments.
• Risks associated with obtaining and executing product orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to or failures by governmental entities to adopt or enforce regulations like the California Air Resource Board's Advanced Clean Fleet regulation.
• Changes in attitudes toward environmental, social, and governance (ESG) matters among regulators, investors, and business partners.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases impacting the company, its customers, suppliers, or the industry.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and the need to expand and enhance production processes to fulfill product orders.
• General inability to raise additional capital to fund operations and the business plan.
• Ability to receive sufficient proceeds from current and future financing arrangements to meet immediate liquidity needs, and the potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of steps taken, including reverse splits, on operations, stock price, and future access to funds.
• Ability to protect intellectual property.
• Market acceptance of products.
• Ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern, and ability to control expenses.
• Effectiveness of cost control measures and their impact on operations, including 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.
• Prices charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Ability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

The proposed merger transaction between Workhorse and Motiv is anticipated to result in a combined company with potential upside, including expected benefits and synergies. The company aims for successful integration of businesses and technologies, leading to effective and efficient operations and improved future financial and operating results.

Management Comments

• Leading proxy advisory firms ISS and Glass Lewis both recommend that shareholders vote FOR the transaction with Motiv.
• We encourage shareholders to vote FOR all of the proposals in connection with our upcoming Annual Meeting.
• Time is short. Vote today, so you can have the opportunity to participate in the potential upside of our combined company.

Industry Context

This announcement relates to the ongoing consolidation and strategic realignments within the electric commercial vehicle industry, where companies are seeking to combine strengths to enhance product portfolios, market reach, and operational efficiencies amidst evolving regulatory landscapes and technological advancements.

Corporate Governance

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Encouraged to vote FOR the merger to participate in potential upside; face risks related to transaction outcome, stock price volatility, and long-term value of combined company.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction.
• Customers and Partners: Business relationships and operations could be affected by the announcement, pendency, or completion of the transaction.
• Regulatory Authorities: Involved in obtaining necessary approvals, consents, or authorizations for the merger.

Next Steps

• Shareholders are urged to vote FOR the merger transaction and all related proposals.
• Workhorse will hold its 2025 Annual Meeting of Stockholders.
• Workhorse will continue to file relevant documents with the SEC, including the definitive proxy statement and any amendments or supplements.

Key Dates

Recommendation

The filing highlights that leading proxy advisory firms, ISS and Glass Lewis, recommend a 'FOR' vote on the merger with Motiv Power Systems. This external validation suggests the transaction is viewed favorably by independent experts, implying potential value creation and strategic benefits for the combined entity. For an investor, this positive endorsement of a significant strategic move could signal a favorable long-term outlook for the stock, warranting a 'buy' recommendation based on the anticipated success of the merger.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger Agreement, Proxy Statement, Shareholder Vote, Electric Vehicles, Commercial Vehicles, Corporate Governance, SEC Filing, ISS, Glass Lewis