Volta Inc. Stockholders Approve Transaction with Shell USA, Inc.
March 29 2023 - 6:09PM
Business Wire
Volta Inc. (NYSE: VLTA) (“Volta”) today announced that at a
special meeting of Volta stockholders held earlier today,
stockholders of Volta approved the proposal to adopt the agreement
and plan of merger dated as of January 17, 2023 (the “merger
agreement”), under which Shell USA Inc., a subsidiary of Shell plc
(NYSE: SHEL), has agreed to acquire Volta through a merger of a
direct, wholly-owned subsidiary of Shell USA Inc. with and into
Volta, with Volta continuing as the surviving corporation in the
merger.
At the special meeting, holders of a majority of the shares of
Volta Class A common stock issued and outstanding at the close of
business on the record date and entitled to vote at the special
meeting voted in favor of the proposal to adopt the merger
agreement. The formal results of the vote will be included in a
Current Report on Form 8-K to be filed by the Company with the
Securities and Exchange Commission.
The transaction is expected to close on or about March 31, 2023,
subject to customary closing conditions. Following the closing of
the transaction, shares of Volta common stock will be delisted from
trading on the New York Stock Exchange (“NYSE”) and de-registered
under the Securities Exchange Act of 1934, as amended. Under the
terms of the merger agreement, Volta stockholders will be entitled
to receive $0.86 in cash, without interest and net of withholding
taxes, for each share of Volta Class A common stock upon the
completion of the merger.
About Volta Inc.
Volta Inc. (NYSE: VLTA) is an industry-leading electric vehicle
("EV") charging and media company. Volta's unique network of
charging stations powers vehicles and drives business growth while
accelerating a clean energy future. Volta delivers value to site
hosts, brands, and consumers by installing charging stations that
feature large-format digital advertising screens located steps away
from the entrances of popular commercial locations. Retailers can
attract and influence foot traffic, advertisers can precisely
target audiences, and EV drivers can charge their vehicles
seamlessly as they go about their daily routines. Volta's extensive
network leverages its proprietary PredictEV® platform, which uses
sophisticated behavioral science and machine learning technology to
help commercial property owners, cities, and electric utilities
plan EV infrastructure intelligently, efficiently, and equitably.
To learn more, visit www.voltacharging.com.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements included
in this communication other than statements of historical fact are
statements that could be deemed forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions about future events and currently available information
as to the outcome and timing of future events. Such statements are
inherently subject to numerous business, economic, competitive,
regulatory and other risks and uncertainties, most of which are
difficult to predict and many of which are beyond Volta’s control.
No assurance can be given that such expectations will be correct or
achieved or that the assumptions are accurate or that any
transaction will ultimately be consummated. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may,” or by variations of such words or by
similar expressions or the negative thereof. Actual results may
vary materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the
transaction, including the risks that (a) the transaction may not
be consummated within the anticipated time period, or at all and
(b) other conditions to the consummation of the merger under the
merger agreement may not be satisfied; (2) the possibility of the
termination of the merger agreement and the effects that any
termination of the merger agreement may have on Volta or its
business, including the risks that Volta’s stock price may decline
significantly and that Volta may not be able to continue as a going
concern if the transaction is not completed; (3) the effects that
the announcement or pendency of the merger may have on Volta and
its business, including the risks that as a result (a) Volta’s
business, operating results or stock price may suffer, (b) Volta’s
current plans and operations may be disrupted, (c) Volta’s ability
to retain or recruit key employees may be adversely affected, (d)
Volta’s business relationships (including with customers and
suppliers) may be adversely affected, or (e) Volta’s management’s
or employees’ attention may be diverted from other important
matters; (4) the effect of limitations that the merger agreement
places on Volta’s ability to operate its business, return capital
to stockholders or engage in alternative transactions; (5) the
nature, cost and outcome of pending and future litigation and other
legal proceedings, including any such proceedings related to the
merger and instituted against Volta and others; (6) the risk that
the transaction and related transactions may involve unexpected
costs, liabilities or delays; (7) other economic, business,
competitive, legal, regulatory, and/or tax factors; and (8) other
factors described under the heading “Risk Factors” in Part I, Item
1A of Volta’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and Quarterly Reports on Form 10-Q, each as
updated or supplemented by subsequent reports that Volta has filed
or files with the SEC. These risks and uncertainties may be
impacted by the COVID-19 pandemic (including supply chain
constraints, labor shortages and inflationary pressure). Potential
investors, stockholders and other readers are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the date on which such statement is made. Should one or
more of the risks or uncertainties described in this communication
occur, or should underlying assumptions prove incorrect, Volta’s
actual results and plans could differ materially from those
expressed in any forward-looking statements. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement. Except as otherwise required by applicable
law, Volta undertakes no obligation to publicly correct or update
any forward-looking statement after it is made, whether as a result
of new information, future events or circumstances after the date
of this communication, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230329005986/en/
For Investor / Analyst: Drew Lipsher, Chief Development Officer
Drew@voltacharging.com
For Media / Press: Jette Speights, SVP of Communications
Jette@voltacharging.com
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