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Workhorse Group Inc. and Motiv Electric Trucks have entered into a definitive agreement to combine, forming a leading manufacturer of medium-duty electric vehicles in North America. This all-stock transaction unites Workhorse’s proven vehicles, manufacturing capabilities, and national dealer network with Motiv’s diverse product portfolio and strong fleet relationships, aiming to deliver high-performing commercial EVs at lower costs in the sizable medium-duty truck market.
Key Highlights
- Combined company valuation reaches approximately $105 million, including a $20 million sale-leaseback of Workhorse’s Union City plant and a $5 million convertible note.
- Leadership transition sees Scott Griffith, Motiv’s CEO, expected to lead the merged entity, with Rick Dauch, Workhorse’s CEO, serving as an advisor.
- Market positioning targets the $23 billion medium-duty truck segment with Class 4-6 vehicles, leveraging over 17 million miles of combined road experience.
- Financial strengthening through simplified capital structure, expected $20 million in cost synergies by end of 2026, and additional $20 million debt financing at closing.
- Customer benefits include expanded portfolios, lower unit costs, and optimized total cost of ownership (TCO) for fleets transitioning to zero-emission vehicles.
- Ownership structure post-merger allocates approximately 62.5% to Motiv’s controlling investor, 26.5% to Workhorse shareholders, and 11% to Workhorse’s senior secured lender, subject to adjustments.
Strategic Rationale and Benefits
The merger positions the combined company as a category leader in the electric vehicle (EV) space, focused on rapid innovation and scalable growth. By integrating Motiv’s top fleet relationships with Workhorse’s manufacturing facility in Union City, Indiana—which has capacity for up to 5,000 trucks per year—the entity aims to serve a broader customer base more effectively. This includes national-scale commercial fleets, with the companies having already served 10 of the largest medium-duty fleets in North America.
Executives emphasize the merger’s potential to achieve cost parity with internal combustion engine (ICE) and diesel trucks, enhancing long-term value. Scott Griffith highlighted the opportunity to reduce electric truck costs and improve TCO, while Rick Dauch noted the creation of a stronger financial position and broader product offerings. The combined strengths are expected to enable competition against pure-play electric and legacy OEMs, capitalizing on operational efficiencies and shared technology.
Synergies include reductions in R&D, G&A, and facility costs, alongside a unified approach to software, hardware, and IP across Class 4-6 platforms. This will minimize downtime and optimize TCO for customers decarbonizing their operations.
Transaction Structure
Under the agreement, Motiv merges with a Workhorse subsidiary in exchange for new Workhorse common stock shares. Motiv’s controlling investor will hold the majority stake, with provisions for canceling certain Motiv indebtedness in exchange for equity. Affiliated entities provided the $20 million sale-leaseback and $5 million convertible note for immediate liquidity, aiding debt repayment to Workhorse’s existing lender.
At closing, $20 million in additional debt financing from Motiv affiliates is conditioned, including a $10 million revolving credit facility and $10 million asset-based lending (ABL) facility for purchase orders. The combined company plans to raise further equity to support strategic execution.
The transaction requires Workhorse shareholder approval and other conditions, with an expected close in the fourth quarter of 2025.
Company Overviews
Workhorse Group Inc. (Nasdaq: WKHS) focuses on zero-emission commercial vehicles, designing and building them at its Union City facility. Its vehicles target last-mile delivery, medium-duty operations, and specialized applications.
For more information, visit www.workhorse.com.
Motiv Electric Trucks, founded in 2009 and based in the San Francisco Bay Area, manufactures medium-duty zero-emission trucks and buses, including step vans, shuttle buses, box trucks, and work trucks. These vehicles reduce CO2 emissions and particulate matter, offering cost savings and environmental benefits.
Learn more at www.motivtrucks.com.
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