A New York City-based company with a division looking to boost the adoption of electric vehicles plans to acquire Orem-based VIA Motors International Inc. in an all-stock deal for up to $630 million.
The transaction would give Ideanomics 100 percent ownership in VIA, which will manufacture electric commercial vehicles, including cargo vans, trucks and buses.
The deal was announced last week. Ideanomics said it is subject to customary closing conditions, including approval from its shareholders. Following the closing of the transaction, VIA will operate as an Ideanomics business unit.
VIA designs, manufactures and markets electric commercial vehicles and is forging business relationships with commercial fleets and distributors in the United States, Canada and Mexico. It also is working with an autonomous technology company to provide electrification of autonomous trucks for short-haul and mid-mile delivery.
“VIA Motors is changing last- and mid-mile delivery with innovative electric commercial vehicles that fleets can afford,” said Bob Purcell, VIA’s CEO. “Combining VIA with Ideanomics facilitates significant synergies, while Ideanomics’ financial and personnel resources provide the backing we need to pursue an array of exciting growth prospects we have identified.
“All of us at VIA Motors are delighted to join the team to usher in the new era of electric commercial vehicles and further the long-term growth strategy at Ideanomics.”
Shane McMahon, Ideanomics’ executive chairman, said the deal would be “transformative” for his company.
“As we continue to grow into a leader in the commercial EV (electric vehicle) space, VIA Motors adds valuable brand cachet and an exceptional manufacturing discipline to our portfolio,” McMahon said. “Bob’s proven executive leadership has helped establish VIA as a market disruptor and we are excited to welcome him and his team to the Ideanomics family.”
“This acquisition is aligned with our long-term strategy and provides us an immediate leadership position in a rapidly growing market and yet another path to accelerate EV adoption and Ideanomics’ market share,” said Alf Poor, Ideanomics’ CEO. “It also provides Ideanomics a full OEM manufacturing capability which are synergistic to our other operating businesses.”
VIA uses 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. The company’s intellectual property portfolio extends to proprietary software and control systems featuring embedded diagnostics and telematics to improve fleet operating costs, uptime and routing.
The transaction is in the form of a base price of $450 million, with a component tied to future vehicle deliveries and customers of up to $180 million.
Under the terms of the agreement, after the application of certain purchase price adjustments, VIA shareholders will receive approximately 162 million shares of Ideanomics common stock based on the 30-day volume-weighted average price of Ideanomics’ common stock of $2.34 as Aug. 27. VIA shareholders are expected to own approximately 25 percent of the combined company, excluding the potential earnout payment. Ideanomics is separately advancing $50 million 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.
The earnout depends on pre-established vehicle delivery volume thresholds through 2026 and will be paid in Ideanomics stock.
The deal is expected to close following the Ideanomics shareholders’ meeting. The agreement has unanimous support from the company’s board of directors.
Morgan Stanley & 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 Mobility Division is a service provider that facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under its sales-to-financing-to-charging (S2F2C) business model.
Ideanomics Capital is focused on disruptive fintech solutions for the financial services industry.