DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is soliciting shareholder votes for its proposed merger with Motiv Power Systems, Inc., highlighting strategic and financial benefits.

Summary

• Workhorse Group Inc. (Workhorse) is seeking shareholder approval for its merger with Motiv Power Systems, Inc. (Motiv) at the upcoming 2025 Annual Meeting of Stockholders.
• The merger agreement was dated August 15, 2025.
• Workhorse shareholders are encouraged to vote 'FOR' the transaction and all related proposals to realize the full benefits and secure their investment's future.
• The company believes the combination will position it as a leader in the medium-duty EV commercial vehicle market.
• Workhorse shareholders are expected to receive a significant ownership stake in the combined company.
• The transaction is anticipated to strengthen Workhorse's nearand long-term financial positions and create opportunities for future growth initiatives.

Sentiment

Score: 7

Explanation: The company expresses strong positive sentiment regarding the strategic merger, actively soliciting shareholder approval by highlighting significant financial and growth benefits. However, the extensive list of potential risks associated with the merger and general business operations introduces a degree of caution.

Positives

• Provides Workhorse shareholders with an opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market.
• Workhorse shareholders will hold a significant ownership stake in the combined company.
• Expected to strengthen Workhorse's nearand long-term financial positions.
• Creates opportunities for the combined company to pursue future growth initiatives.
• Aims for long-term value creation for shareholders.

Negatives

• The filing does not explicitly state negatives but outlines numerous risks that could undermine the anticipated benefits of the merger.

Risks

• Inability of the parties to successfully integrate their businesses and technologies, potentially leading to less effective and efficient operations.
• Risk that expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Failure to obtain Workhorse shareholder approval for the proposed transaction.
• Conditions to the transaction not being satisfied on a timely basis or at all, or the transaction failing to close for any other reason.
• Regulatory approvals, consents, or authorizations required for the 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.
• Potential negative effect of the announcement, pendency, or completion of the proposed transaction on business relationships and operations.
• Uncertainty regarding the long-term value of the combined company's common stock and potential impact on Workhorse's common stock prices.
• Disruption of current plans and operations of the parties and their management teams, and potential difficulties in hiring or retaining employees.
• Challenges in developing and manufacturing the product portfolio, including W4 CC, W750, and W56.
• Difficulty in attracting and retaining 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 product orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or failure to enforce regulations like California Air Resource Board's Advanced Clean Fleet.
• Changes in attitude toward environmental, social, and governance (ESG) matters among stakeholders.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases.
• Limited operations and the need to expand and enhance production processes to fulfill orders.
• General inability to raise additional capital to fund operations and business plan.
• Inability to receive sufficient proceeds from current and future financing arrangements to meet immediate liquidity needs, with potential costs, dilution, and restrictions.
• Inability to maintain compliance with Nasdaq listing requirements, including impacts of reverse stock splits.
• Inability to protect intellectual property.
• Lack of market acceptance for products.
• Inability to obtain sufficient liquidity from operations and financing activities to continue as a going concern, and inability to control expenses.
• Ineffectiveness of cost control measures, including effects of furloughing employees.
• 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 (e.g., 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 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 that the proposed merger with Motiv will strengthen its nearand long-term financial positions, create opportunities for future growth initiatives, and position the combined entity as a leader in the medium-duty EV commercial vehicle market. It expects the transaction to lead to long-term value creation for shareholders.

Management Comments

• "We need your vote FOR our transaction with Motiv and all proposals at our upcoming Annual Meeting!"
• "A vote FOR our exciting combination with Motiv will provide Workhorse shareholders the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company."
• "This transaction is an important next step in Workhorses journey, strengthening our nearand long-term financial positions and creating opportunities for the combined company to pursue future growth initiatives."
• "To realize the full benefits of the transaction and secure the future of your investment, Workhorse shareholders should vote FOR all transaction-related and other meeting proposals. Every vote counts – vote today!"

Industry Context

This announcement positions Workhorse to potentially become a leader in the growing medium-duty electric commercial vehicle market through its merger with Motiv. The EV commercial vehicle sector is experiencing significant growth driven by environmental regulations, corporate sustainability goals, and advancements in battery technology, making strategic consolidations like this relevant to industry trends.

Corporate Governance

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Opportunity to participate in the upside of a combined EV leader, significant ownership stake, potential for long-term value creation, but also face risks related to merger integration and market volatility.
• 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 for an enhanced product portfolio and market leadership in the medium-duty EV commercial vehicle market.
• Partners: Potential for new opportunities and strengthened relationships with a combined, larger entity.
• Analysts: Provided with information to evaluate the strategic implications and future prospects of the combined company.

Next Steps

• Workhorse shareholders are urged to vote 'FOR' the transaction with Motiv and all proposals at the upcoming Annual Meeting.
• Workhorse will continue to file relevant documents with the SEC, including the definitive proxy statement and any amendments or supplements.
• The parties will work towards satisfying the conditions to the transaction and obtaining any necessary regulatory approvals to close the proposed merger.

Key Dates

Recommendation

Based on the company's strong advocacy for the merger, which is presented as a strategic move to strengthen financial positions and create growth opportunities in the medium-duty EV commercial vehicle market, a seasoned investor might consider this a 'buy' signal for the long-term potential of the combined entity. However, this recommendation is contingent on a thorough evaluation of the detailed risks outlined in the filing and the successful integration of the two companies.

Keywords

Workhorse Group Inc., Motiv Power Systems Inc., Merger, EV commercial vehicle, Electric vehicles, Proxy solicitation, Shareholder vote, Corporate governance, Strategic transaction, Medium-duty EV, W4 CC, W750, W56