DEFA14A: Workhorse to Merge with Motiv Power Systems

Workhorse Group Inc. announced a definitive agreement to merge with Motiv Power Systems, Inc., a move aimed at integrating their businesses and technologies.

Summary

• Workhorse Group Inc. (Workhorse) and Motiv Power Systems, Inc. (Motiv) have entered into an Agreement and Plan of Merger dated August 15, 2025.
• The proposed transaction involves Workhorse, Motiv, and several intermediate and merger subsidiary entities.
• Workhorse intends to file a Proxy Statement on Schedule 14A with the SEC to solicit shareholder approval for the proposed merger.
• A social media video regarding the merger was posted on the company's LinkedIn platform on August 28, 2025.

Sentiment

Score: 7

Explanation: The filing announces a strategic merger, which typically signals growth and synergy potential. However, the extensive list of risks associated with the merger's execution, integration, and broader market conditions introduces significant uncertainty, tempering the overall positive sentiment.

Positives

• Anticipated successful integration of businesses and technologies between Workhorse and Motiv.
• Expected achievement of synergies from the proposed transaction.
• Anticipated positive impact on the combined company's business and future financial and operating results.

Negatives

• The filing does not explicitly state negatives, but rather outlines risks associated with the proposed merger.

Risks

• Inability to successfully integrate businesses and technologies, potentially leading to the combined company not operating as effectively and efficiently as expected.
• Risk that 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.
• 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 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 business relationships and 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.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• 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 any 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 the listing requirements of Nasdaq 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 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

Workhorse expresses an expectation or belief as to future results, including the successful integration of businesses and technologies, the achievement of synergies, and a positive impact on the combined company's business and future financial and operating results. The company anticipates the closing of the proposed transaction.

Industry Context

The proposed merger between Workhorse and Motiv Power Systems is positioned within the rapidly evolving electric vehicle (EV) commercial vehicle sector. This strategic move aligns with broader industry trends of consolidation and technology integration, as companies seek to enhance their product portfolios, achieve operational efficiencies, and strengthen their market position in a competitive and capital-intensive environment.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Will be asked to vote on the proposed merger; face uncertainty regarding the long-term value of the combined company's common stock.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction; effects of furloughing employees are noted as a risk.
• Customers: Impact on the ability to develop and manufacture products, attract and retain customers, and satisfy warranty claims.
• Suppliers: Potential for supply chain disruptions, including constraints on key material inputs and resulting cost increases.

Next Steps

• Workhorse intends to file a Proxy Statement on Schedule 14A with the SEC.
• Shareholders of Workhorse are urged to read the Proxy Statement and any other relevant documents filed or to be filed with the SEC.
• Shareholders will be asked to vote on the proposed transaction.

Key Dates

Recommendation

The proposed merger with Motiv Power Systems presents a strategic opportunity for Workhorse to integrate businesses and technologies, potentially leading to synergies and improved financial performance. However, the filing outlines a comprehensive list of risks, including integration challenges, failure to achieve expected benefits, regulatory hurdles, and shareholder approval uncertainty. Given these significant uncertainties and the need for further details from the Proxy Statement, a 'hold' recommendation is prudent for investors to assess the execution risks and potential benefits more clearly.

Keywords

Merger, Acquisition, Electric Vehicles, Commercial Vehicles, EV Technology, Workhorse, Motiv Power Systems, SEC Filing, Corporate Governance, Shareholder Vote