DEFA14A: Workhorse & Motiv Merger: Proxy Solicitation Filed

Workhorse Group Inc. has filed definitive additional materials related to its proposed merger with Motiv Power Systems, Inc., seeking shareholder approval for the transaction.

Summary

• Workhorse Group Inc. is communicating with its employees, customers, partners, and analysts regarding the Agreement and Plan of Merger with Motiv Power Systems, Inc.
• The merger agreement was dated August 15, 2025, and involves Workhorse, Motiv Power Systems, Inc., and other intermediate entities.
• Workhorse has filed a definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders to solicit proxies for matters related to the proposed merger.
• Shareholders are urged to carefully read the definitive proxy statement and other relevant documents filed with the SEC for important information.
• Information concerning the directors, officers, and other participants in the proxy solicitation is detailed in Amendment No. 1 to Workhorse's Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 30, 2025.

Sentiment

Score: 6

Explanation: The announcement of a merger is generally a strategic positive, indicating growth and potential synergies. However, the extensive list of risks associated with the merger integration, operational challenges, and financial liquidity concerns temper the overall sentiment, suggesting a cautious optimism.

Positives

• Anticipated benefits and synergies are expected from the proposed merger transaction.
• The merger is anticipated to have a positive impact on the combined company's business and future financial and operating results.

Negatives

• The filing does not detail any specific past or current negative performance metrics or events, but rather focuses on future risks associated with the merger and ongoing operations.

Risks

• Inability to successfully integrate the businesses and technologies of Workhorse and Motiv, potentially leading to less effective and efficient operations than 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 to consummate the proposed transaction.
• Risks associated with the timing of the closing of the proposed transaction, including conditions not being satisfied or failure to close for any reason.
• Regulatory approvals, consents, or authorizations for the proposed transaction not being obtained or being subject to unanticipated conditions.
• The occurrence of any event, change, or circumstance that could give rise 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 generally.
• Uncertainty as to the long-term value of the combined company's common stock and potential impact on Workhorse's common stock prices.
• Risks that the proposed transaction disrupts current plans and operations, and potential difficulties in hiring or retaining employees.
• Challenges in developing and manufacturing the product portfolio, including the W4 CC, W750, and W56 programs.
• Inability to attract and retain customers for existing and new products.
• Impact of ongoing and anticipated changes in the U.S. political environment, including those from the new Presidential Administration and regulatory agencies.
• Implementation of changes to the existing tariff regime and measures taken in response 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 regulations like the California Air Resource Board's Advanced Clean Fleet.
• 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, leading to cost increases.
• Inability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and the need to expand and enhance elements of the production process to fulfill product orders.
• General inability to raise additional capital to fund operations and the business plan.
• Inability to receive sufficient proceeds from current and any future financing arrangements, and potential costs, dilution, and restrictions from such financing.
• Inability to maintain compliance with Nasdaq listing requirements, including the impact of any reverse splits of common stock.
• Inability to protect intellectual property.
• Lack of market acceptance of products.
• Inability to obtain sufficient liquidity from operations and financing activities to continue as a going concern, and inability to control expenses.
• The effectiveness of 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 Ukraine and the Middle East), and/or terrorism.
• The prices being charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Inability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

The company anticipates future events, plans, and results of operations, business strategies, and expects benefits and synergies from the proposed merger with Motiv Power Systems. It also projects an impact on the combined company's business and future financial and operating results, including an anticipated closing date for the transaction.

Management Comments

• Workhorse Group Inc. is communicating with its employees, customers, partners, and analysts regarding the Agreement and Plan of Merger with Motiv Power Systems, Inc.
• Workhorse urges stockholders to read the definitive proxy statement and other relevant documents carefully and in their entirety.

Industry Context

NA

Legal Proceedings

• The company faces risks related to the outcome of any regulatory or legal proceedings, specifically mentioning a matter with Coulomb Solutions Inc.

Stakeholder Impact

• Shareholders are directly impacted as their approval is required for the merger, and they are urged to review proxy materials for voting decisions, with potential effects on stock price and long-term value.
• Employees may experience disruption to current plans and operations, and the company acknowledges potential difficulties in hiring or retaining employees as a result of the proposed transaction, alongside the effects of furloughing employees as a cost control measure.
• Customers and partners are being communicated with regarding the merger, indicating potential impacts on business relationships.
• Creditors may be impacted by the company's ability to obtain sufficient liquidity and raise capital to fund operations.

Next Steps

• Workhorse stockholders are required to approve the proposed merger transaction at the 2025 Annual Meeting of Stockholders.
• Regulatory approvals, consents, or authorizations may be required for the proposed transaction.
• The company will continue to file relevant documents with the SEC, including the definitive proxy statement, which will contain further details for investors.

Key Dates

Recommendation

The proposed merger with Motiv Power Systems presents a significant strategic move with potential for synergies and growth in the electric vehicle sector. However, the filing outlines a comprehensive list of substantial risks, including integration challenges, regulatory hurdles, shareholder approval, operational execution, and ongoing liquidity concerns. A 'hold' recommendation is prudent until more detailed financial projections for the combined entity and clearer pathways to mitigate these identified risks are provided, allowing investors to better assess the long-term value and risk-adjusted returns.

Keywords

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