Thursday 26 January 2023

US-based investment and EV services company Ideanomics (NASDAQ: IDEX), which is focused on driving the adoption of commercial electric vehicles and associated energy consumption, has closed the acquisition of US-based electric commercial vehicles maker VIA Motors International, Inc. in an all-stock transaction for a 100% ownership stake, the company said.

VIA Motors, headquartered in Orem, Utah, will manufacture electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses.

The company has deep experience in the vehicle electrification market and continues to develop business relationships with commercial fleets and distributors in the United States, Canada, and Mexico.

VIA Motors is also working with an autonomous technology company to provide electrification of autonomous trucks for short-haul and mid-mile delivery.

VIA utilizes a scalable and flexible electric skateboard platform for Class 2, 3, 4 and 5 vans and trucks, along with a modular body approach that enables a capital-light single design for its platforms, drive systems and vehicle models.

VIA's intellectual property portfolio extends to proprietary software and control systems featuring embedded diagnostics and telematics to significantly improve fleet operating costs, uptime, and routing for superior life cycle economics.

The agreement values VIA at USD 450m.

Under the terms of the agreement, after the application of certain purchase price adjustments, VIA shareholders will receive approximately 162m shares of Ideanomics common stock based on the 30-day VWAP of Ideanomics' common stock of USD 2.34 as of August 27, 2021.

VIA shareholders are expected to own approximately 25% of the combined company, excluding the potential earnout payment.

Ideanomics is separately advancing USD 50m of financing to VIA in the form of a secured convertible note issued by VIA to fund its growth, which will be subject to the purchase price adjustment described above.

VIA shareholders are eligible for potential earnout consideration of up to USD 180m. The earnout is contingent upon pre-established vehicle delivery volume thresholds through 2026. Earnout consideration will be paid in Ideanomics stock.

The transaction is subject to regulatory approval, Ideanomics shareholder approval, and other customary closing conditions and is expected to close immediately following the Ideanomics shareholders' meeting.

The agreement has unanimous support from the Ideanomics board of directors.

Following the closing of the transaction, VIA Motors will operate as a distinct business unit reporting to Alf Poor, Ideanomics CEO and the Ideanomics board of directors.

Morgan Stanley and Co. LLC acted as exclusive financial advisor to Ideanomics, with Venable LLP acting as Ideanomics' legal advisor, Han Santos LLP acting as intellectual property counsel, UHY Advisors acting as accounting and taxation advisor, and BJ Arnold acting as business consultant.

Blue Sea Advisors acted as industry consultants to VIA, with Evercore acting as financial advisor, and White and Case, LLP as legal advisors.

Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption.

Its Ideanomics Mobility division is a service provider which facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under our innovative sales to financing to charging (S2F2C) business model.

Ideanomics Capital is focused on disruptive fintech solutions for the financial services industry.