New York, March 29, 2023–(BUSINESS WIRE)–Volta Inc. (NYSE: VLTA) (“Volta”) today announced that at a special meeting of Volta’s shareholders held today, Volta’s shareholders have approved the resolution to adopt the Agreement and the Plan of Merger. January 17, 2023 (the “Merger Agreement”), under which Shell USA Inc., a subsidiary of Shell plc (NYSE: SHEL), agrees to acquire Volta through a merger with a direct, wholly owned subsidiary of Shell Has been. USA Inc. of and with Volta, continues as the surviving corporation in the merger with Volta.
At the special meeting, the 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 resolution adopting 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 removed from trading on the New York Stock Exchange (“NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the merger agreement, upon completion of the merger, Volta shareholders will be entitled to receive $0.86 in cash, net of withholding taxes, without interest, for each share of Volta Class A common stock.
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 accelerates business growth while driving a clean energy future. Volta provides value to site hosts, brands and consumers by installing charging stations that feature large-format digital advertising screens located steps away from entrances to popular business locations. Retailers can attract and influence foot traffic, advertisers can precisely target audiences, and EV drivers can seamlessly charge their vehicles 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 select EVs intelligently, efficiently and equitably Develops infrastructure plans. To learn more, visit www.voltacharge.com.
forward-looking statements
This communication contains “forward-looking statements” within the meaning of the US federal securities laws. Such statements include statements relating to 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 may be considered forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding future events and are based on currently available information regarding the timing and outcome of future events. Such statements are inherently subject to a number of business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to anticipate and many of which are beyond Volta’s control. There can be no assurance that such expectations will or will be achieved or that the assumptions are accurate or that any transaction will ultimately be completed. Forward-looking statements are generally identified by words such as “believes,” “expects,” “estimates,” “intends,” “target,” “estimate,” “continue,” “position,” “plan,” “predict,” goes. “project,” “forecast,” “guidance,” “target,” “objective,” “prospects,” “possible” or “potential,” future conditional verbs such as “assume,” “will,” “will, “should,” “may” or “might,” or by variations of such words or similar expressions or the negative thereof. Actual results may differ materially from those expressed or implied by the forward-looking statements depending on a number of factors including, without limitation: (1) risks relating to the termination of the transaction, including the risks that (a) the transaction may not occur within the anticipated time period, or may be terminated at all and ( b) the other conditions for termination of the merger cannot be met under the merger agreement; (2) the likelihood of termination of the merger agreement and the effect that any termination of the merger agreement may have on Volta or its business, including including the risk that Volta’s share price may decline significantly and Volta may not be able to continue.An ongoing concern if the transaction is not completed; (3) the effects that may result from the announced or pending merger; to be may impact Volta and its business, including risks that could result in (a) materially impacting Volta’s business, operating results or stock price, (b) disrupting Volta’s current plans and operations (c) may adversely affect Volta’s ability to retain or recruit key employees, (d) may adversely affect Volta’s business relationships (including with customers and suppliers), or (e) Volta’s distracting the attention of management or employees from other important matters; (4) the effect of the limitations imposed by the Merger Agreement on Volta’s ability to conduct 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 relating to the merger and instituted against Volta and others; (6) there is a risk that the transaction and related transactions may involve unanticipated 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 Report on Form 10-Q, as of each Update or as supplemented by subsequent reports filed or filed by Volta with the SEC. These risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain disruptions, labor shortages and inflationary pressures). 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. If one or more of the risks or uncertainties described in this communication occur, or if 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 fully expressly qualified by this cautionary statement. Except as otherwise required by applicable law, Volta undertakes no obligation to publicly correct or update any forward-looking statement, whether as a result of new information, future events or circumstances after the date of this communication, or otherwise.
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Contact
For Investor / Analyst:
Drew Lipsher, Chief Development Officer
[email protected]
For Media/Press:
Jet Speights, Senior Vice President of Communications
[email protected]
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