DEFA14A: Workhorse to Merge with Motiv Power Systems in EV Push

Workhorse Group Inc. announced a merger agreement with Motiv Power Systems, aiming to combine their strengths in the electric vehicle market.

Summary

• Workhorse Group Inc. (Workhorse) has entered into an Agreement and Plan of Merger with Motiv Power Systems, Inc. (Motiv) on August 15, 2025.
• Motiv is a leading manufacturer of medium-duty, zero-emission trucks and buses with over 15 years of experience.
• The merger is expected to create a compelling and complementary fit, combining Motiv's diverse product portfolio and fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national dealer network.
• The combined entity aims to build and deliver the next generation of electric trucks to help customers decarbonize their fleets.
• Both companies share values focused on providing opportunities for their people, driving exceptional innovation and service for customers, and making life better.
• Integration planning will commence, but both companies will operate independently until the merger closes.

Sentiment

Score: 7

Explanation: The announcement of a merger is generally a positive strategic move, indicating growth and synergy potential. The CEO letter is optimistic about the combined entity's future. However, the extensive list of risks associated with mergers and general business operations tempers the overall sentiment, preventing a higher score.

Positives

• Combines Motiv's diverse product portfolio and top fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national dealer network.
• Expected to enable the combined company to build and deliver next-generation electric trucks.
• Aims to better help customers decarbonize their fleets.
• Shared company values, including a focus on people, innovation, and customer service.
• Motiv management expressed admiration for Workhorse's talented team and expertise.

Risks

• Inability to successfully integrate businesses and technologies, potentially leading to less effective and efficient operations.
• Failure to fully achieve expected benefits and synergies of the proposed transaction in a timely manner, or at all.
• Risk associated with obtaining Workhorse shareholder approval for the transaction.
• Uncertainty regarding the timing of the closing, including conditions not being satisfied or failure to close for other reasons or on anticipated terms.
• Regulatory approvals, consents, or authorizations may not be obtained or may be 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 effect of the announcement, pendency, or completion of the proposed transaction on business relationships and operations.
• Impact of the announcement or pendency on Workhorse's common stock prices and uncertainty regarding the long-term value of the combined company's common stock.
• Disruption to current plans and operations of both parties and potential difficulties in hiring or retaining employees due to the transaction.
• Workhorse's ability to develop and manufacture its product portfolio, including the W4 CC, W750, and W56.
• Ability to attract and retain customers for existing and new products.
• Ongoing and anticipated changes in the U.S. political environment, including tariffs and regulatory agencies.
• Risks associated with obtaining and executing orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to regulations like CARB's Advanced Clean Fleet.
• Changes in attitude toward environmental, social, and governance matters.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and the need to expand production processes.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from financing arrangements to meet liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of steps like reverse stock splits.
• Ability to protect intellectual property.
• Market acceptance of products.
• Ability to obtain sufficient liquidity from operations and financing to continue as a going concern and control expenses.
• Effectiveness of cost control measures, including employee furloughs.
• Potential competition, including shifts in technology.
• Volatility and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions, acts of war (Ukraine, 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 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 combined company anticipates building and delivering the next generation of electric trucks to help customers decarbonize their fleets. Integration planning will begin, but both companies will operate independently until the merger closes.

Management Comments

• Our two companies are a compelling and complementary fit, with Motivs diverse product portfolio and top fleet relationships joining your proven vehicles, manufacturing capabilities and national dealer network.
• Together, we are confident that we will be able to build and deliver the next generation of electric trucks to better help our customers decarbonize their fleets.
• Our discussions with the Workhorse team over the past few months have made it clear that our companies share the same values: a focus on providing opportunities for our people; driving exceptional innovation and service for our customers; and making life better for everyone along the route.
• We have long admired your talented team and the expertise you bring, which was one of the key reasons we were excited about this potential opportunity.
• Until close, we continue to operate independently. The best way you can help is by doing what you do best: building the high-quality commercial EVs that our customers need.

Industry Context

This merger reflects a broader trend in the electric vehicle industry towards consolidation and strategic partnerships, as companies seek to combine complementary strengths to accelerate product development, expand market reach, and achieve economies of scale in the competitive zero-emission commercial vehicle sector. The focus on medium-duty trucks and buses aligns with increasing demand for fleet electrification driven by corporate sustainability goals and evolving regulatory mandates.

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 asked to vote on the proposed transaction; urged to read the Proxy Statement. Potential impact on stock price and long-term value of combined company stock.
• Employees: Motiv CEO addressed Workhorse employees, emphasizing shared values and the importance of their continued work. Integration planning will involve leaders from both companies. Potential difficulties in hiring or retaining employees as a result of the transaction is a risk.
• Customers: Expected to benefit from next-generation electric trucks and better fleet decarbonization solutions.
• Suppliers: Supply chain disruptions are a risk factor.

Next Steps

• Workhorse intends to file a Proxy Statement on Schedule 14A with the SEC.
• Workhorse shareholders are urged to read the Proxy Statement and other relevant documents.
• Integration planning process with leaders from both companies will begin in the coming months.
• Companies will continue to operate independently until the merger closes.

Key Dates

Recommendation

While the merger with Motiv Power Systems presents a strategic opportunity for Workhorse to enhance its product portfolio and market reach in the EV sector, the filing highlights numerous integration and operational risks. The success of the combined entity hinges on effective integration, achieving anticipated synergies, and navigating a complex regulatory and competitive landscape. Given the inherent uncertainties and potential disruptions associated with mergers, a 'hold' recommendation is prudent until more detailed financial projections, integration plans, and initial post-merger performance data become available. Investors should carefully review the upcoming Proxy Statement and monitor the execution of the merger before adjusting their positions.

Keywords

Workhorse Group, Motiv Power Systems, Merger, Acquisition, Electric Vehicles, EV, Zero-emission trucks, Commercial EVs, Fleet electrification, SEC Filing, DEFA14A, WKHS