Fox Williams is advising ElectraMeccanica on its proposed combination with Tevva

Fox Williams is advising Nasdaq-listed ElectraMeccanica, a Canadian-incorporated, Arizona-based designer and assembler of electric vehicles, on its proposed combination with Tevva, a UK pioneer in electric medium and heavy-duty commercial vehicles.

The parties have entered into a definitive arrangement agreement, pursuant to which ElectraMeccanica and Tevva have agreed to combine by way of a British Columbia statutory plan of arrangement.

Pursuant to a definitive arrangement agreement, which was announced on 15 August 2023, the proposed transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), whereby a newly formed British Columbia corporation (“Tevva, Inc.”), created to manage and hold the combined business of ElectraMeccanica and Tevva, will, directly and indirectly, acquire all of the issued and outstanding equity securities of ElectraMeccanica and Tevva.

In addition, concurrent with the announcement of the proposed merger, the Board of ElectraMeccanica has approved, under certain conditions, the provision of a $6 million credit facility to Tevva which can be drawn in whole or in part until the closing of the proposed transaction. If drawn, the credit facility is intended to provide Tevva with additional working capital to accelerate the delivery of commercial vehicles to fleet customers.

The proposed transaction is expected to close in the fourth quarter of 2023, following the satisfaction or waiver of closing conditions, including, among others, required approvals of ElectraMeccanica’s and Tevva’s shareholders of the proposed transaction, the approval of the Supreme Court of British Columbia of the proposed transaction, and the conditional approval for the shares of the Resulting Issuer to be listed on Nasdaq.

Head of Corporate Richie Clark led the Fox Williams team advising ElectraMeccanica in the transaction, principally assisted by corporate partners Howard White and Paul Taylor, corporate legal director Beth Silkin, corporate associates Georgie Glover and Ben Martin, tax partner Emma Bailey and tax director Joanne Varia.

Commenting on the deal, Richie Clark said: “We are delighted to have had the opportunity to support ElectraMeccanica in this exciting transaction. The strategic partnership marks an exciting chapter for both ElectraMeccanica and Tevva – broadening market penetration and capital market growth in the commercial electric vehicle market, critically important in the aim to reduce CO2 emissions in the wider transportation sector.”

“We are incredibly excited to partner with Tevva. The complementary operations of the two companies and our similar values and mission give me complete confidence we can jointly create significant shareholder value,” commented Susan Docherty, Chief Executive Officer of ElectraMeccanica, in a company press release announcing the proposed merger agreement. “Tevva is extremely well positioned in the U.K. and European market, and our world-class manufacturing facilities, combined experienced senior executive team and balance sheet will help take our combined company to the next level.”