DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is urging shareholders to vote in favor of its proposed merger with Motiv Power Systems, Inc. at the upcoming 2025 Annual Meeting to capitalize on potential upside.

Summary

• Workhorse Group Inc. (Workhorse) has distributed communications to employees, customers, partners, and analysts regarding its Agreement and Plan of Merger with Motiv Power Systems, Inc. (Motiv), dated August 15, 2025.
• The company is actively soliciting shareholder votes 'FOR' the transaction and all related proposals at its upcoming 2025 Annual Meeting.
• Shareholders are encouraged to review the definitive proxy statement (Schedule 14A) and other relevant documents filed with the U.S. Securities and Exchange Commission (SEC) for important information.
• The merger is presented as an opportunity for Workhorse shareholders to participate in the potential upside of the combined entity.

Sentiment

Score: 7

Explanation: The filing expresses a strong positive sentiment regarding the proposed merger with Motiv, actively soliciting shareholder approval and highlighting potential upside. However, it also includes a comprehensive list of risks associated with the transaction and general business operations, which tempers the overall sentiment.

Positives

• Potential upside for shareholders from the combination with Motiv Power Systems.
• Anticipated benefits and synergies are expected from the proposed transaction.
• Expected positive impact on the combined company's business and future financial and operating results.

Risks

• Inability to successfully integrate the businesses and technologies of Workhorse and Motiv, potentially leading to less effective and efficient combined operations.
• 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 required shareholder approval to consummate the proposed transaction.
• Uncertainty regarding 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 required for the proposed transaction may not be obtained or may be subject to unanticipated conditions.
• The 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.
• The effect of the announcement, pendency, or completion of the proposed transaction on business relationships and general business operations.
• The effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty regarding the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations of both 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.
• The 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.
• The 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 (ESG) matters among regulators, investors, and business partners.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, and resulting cost increases impacting Workhorse, its customers, suppliers, or the industry.
• Ability 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.
• 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, on operations, stock price, and future access to funds.
• 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.
• 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 conflicts in 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.
• Ability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

Workhorse anticipates potential upside for shareholders from the combination with Motiv, expecting benefits and synergies that will positively impact the combined company's business and future financial and operating results.

Management Comments

• Workhorse shareholders should take action to ensure they have the opportunity to participate in the potential upside of the combination with Motiv.
• Vote today FOR our transaction and all proposals at Workhorse's upcoming 2025 Annual Meeting.
• We mailed a letter to shareholders outlining the exciting benefits of the transaction.

Industry Context

The proposed merger between Workhorse and Motiv Power Systems indicates a strategic move within the competitive electric vehicle (EV) commercial vehicle sector, potentially aiming for consolidation, technology integration, and enhanced market positioning amidst ongoing industry evolution and increasing demand for sustainable transportation solutions.

Legal Proceedings

• Potential adverse outcomes from regulatory or legal proceedings, specifically mentioning Coulomb Solutions Inc., are identified as a risk factor.

Stakeholder Impact

• Shareholders: Opportunity to participate in potential upside from the merger; urged to vote on the transaction.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction (risk factor).
• Customers: Risks related to attracting and retaining customers, delivering products to meet requirements, and satisfying warranty claims.
• Partners: Communication distributed to partners regarding the merger.
• Suppliers: Supply chain disruptions impacting suppliers are identified as a risk factor.

Next Steps

• Shareholders are urged to vote on the transaction and all proposals at the 2025 Annual Meeting.
• Workhorse will file additional relevant documents with the SEC regarding the proposed transaction.
• Workhorse plans to continue developing and manufacturing its product portfolio, including the W4 CC, W750, and W56.

Key Dates

Recommendation

While the proposed merger with Motiv Power Systems presents potential long-term upside and synergies for Workhorse, this filing is primarily a solicitation for shareholder approval and lacks specific financial terms or detailed pro-forma financials of the combined entity. The extensive list of risks associated with integration, market acceptance, capital raising, and operational challenges warrants a cautious approach. Investors should hold their position pending the release of more comprehensive financial details and a clearer understanding of the merger's immediate and long-term impact on valuation and operational performance.

Keywords

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