DEFA14A: Workhorse & Motiv Merger Agreement Filed

Workhorse Group Inc. has filed definitive additional materials with the SEC regarding its proposed merger with Motiv Power Systems, Inc., seeking stockholder approval for the transaction.

Summary

• Workhorse Group Inc. has filed definitive additional materials (DEFA14A) with the SEC concerning its Agreement and Plan of Merger with Motiv Power Systems, Inc., dated August 15, 2025.
• The filing serves as communication to employees, customers, partners, and analysts regarding the merger.
• Workhorse has also filed a definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, where matters related to the merger will be voted upon.
• Stockholders are urged to read the proxy statement and other relevant documents carefully before making voting or investment decisions.
• Information regarding participants in the proxy solicitation, including Workhorse's directors and officers, is available in the company's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings.

Sentiment

Score: 6

Explanation: The announcement of a definitive merger agreement is a significant strategic development, generally viewed positively as it indicates progress towards a larger, potentially more competitive entity. However, the extensive list of risks associated with integration, approvals, and market conditions introduces considerable uncertainty, tempering overall sentiment.

Positives

• The announcement of a definitive merger agreement with Motiv Power Systems, Inc. represents a strategic move to potentially enhance the combined company's market position and capabilities.
• The company is actively moving forward with the necessary steps to secure stockholder approval for the proposed transaction.

Negatives

• The filing highlights numerous risks associated with the merger, including integration challenges, failure to achieve expected synergies, and potential difficulties in obtaining shareholder and regulatory approvals.
• There is uncertainty regarding the impact of the proposed transaction on Workhorse's common stock prices and the long-term value of the combined company's stock.

Risks

• Inability of the parties to successfully integrate their businesses and technologies, potentially leading to the combined company not operating as effectively and efficiently as expected.
• 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 the approval of its shareholders required to consummate the proposed transaction and the timing of the closing.
• Risk that conditions to the transaction are not satisfied on a timely basis or at all, or the failure of the transaction to close for any other reason or on anticipated terms.
• Risk that any required regulatory approval, consent, or authorization is not obtained or is obtained subject to unanticipated conditions.
• Occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• Effect of the announcement, pendency, or completion of the proposed transaction on the parties' business relationships and business operations generally.
• Effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty as to the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations of the parties and their respective management teams and potential difficulties in hiring or retaining employees.
• 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 resulting 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 measures taken in response to such tariffs by foreign governments.
• Risks associated with obtaining orders and executing upon such orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives or any challenge to or failure by governmental entities to adopt or enforce regulations such as 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.
• Limited operations and need to expand and enhance elements of the production process to fulfill product orders.
• General inability to raise additional capital to fund operations and 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 resulting from any such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of any steps taken, including reverse splits of common stock.
• 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 impact such measures could have 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.
• Prices being 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 filing contains forward-looking statements regarding the proposed merger transaction, including anticipated benefits, impact on the combined company's business and financial results, expected synergies, and the anticipated closing date. However, these statements are not guarantees of future performance and are subject to various risks and uncertainties.

Industry Context

This announcement reflects ongoing consolidation and strategic maneuvering within the electric commercial vehicle sector, as companies seek to combine resources and technologies to address market demands, regulatory shifts, and competitive pressures. The merger could position the combined entity to better compete in the evolving EV landscape.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Will be required to vote on the merger; face uncertainty regarding the long-term value of the combined company's stock and potential impact on Workhorse's common stock prices.
• Employees: Potential for disruption to current plans and operations, and difficulties in hiring or retaining employees as a result of the proposed transaction.
• Customers: Potential impact on product portfolio development (W4 CC, W750, W56) and the ability to attract and retain customers for existing and new products.
• Suppliers: Potential for supply chain disruptions, including constraints on materials like steel and semiconductors, and resulting cost increases.
• Creditors: The company's ability to obtain sufficient liquidity and raise additional capital is a risk factor, which could indirectly impact creditors.

Next Steps

• Workhorse stockholders are urged to read the Definitive Proxy Statement and other relevant documents filed with the SEC.
• Stockholders will vote on matters related to the merger at Workhorse's 2025 Annual Meeting of Stockholders.
• The parties will work towards satisfying conditions for the transaction and obtaining any necessary regulatory approvals.
• The combined company will focus on integrating businesses and technologies post-merger.

Key Dates

Keywords

Workhorse Group, Motiv Power Systems, Merger Agreement, SEC Filing, DEFA14A, Proxy Statement, Stockholder Vote, Electric Vehicles, Commercial Vehicles, Corporate Governance, Risk Factors