Xos, a leading original equipment manufacturer (OEM) in the $100 billion medium- and heavy-duty last-mile commercial electric vehicle market, is merging with NextGen Acquisition Corp. (Nasdaq: NGAC).
LOS ANGELES & BOCA RATON, Fla. -Xos, Inc., a leading manufacturer of fully electric Class 5 to Class 8 commercial vehicles (“Xos” or the “Company”) and NextGen Acquisition Corp. (Nasdaq: NGAC) (“NextGen”), a publicly traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result in Xos becoming a publicly listed company. The combined company is expected to be traded on The Nasdaq Stock Market under “XOS”.
Dakota Semler, Co-Founder and CEO of Xos, stated, “In 2016, my co-founder and I set out to build a company whose mission was to decarbonize transportation through the design, engineering and development of purpose-built commercial vehicles. Our aim was to provide customers a superior alternative to traditional fossil fuel vehicles. As former fleet operators, we gained a deep appreciation for the challenges of operating and maintaining commercial fleets, particularly in light of accelerating emissions requirements. Xos developed its technology and product portfolio in close collaboration with established fleet operators who have provided invaluable ongoing feedback that has informed every aspect of our vehicle design, product engineering, commercial manufacturing and service strategy. As a result, we have developed commercial EV solutions that uniquely incorporate customer requirements.”
“Since 2019, we have had vehicles on the road and in the hands of our customers, which include UPS, Wiggins, Lonestar and Loomis, validating our durable and low-cost sustainable design. Today’s announcement represents a major milestone that allows Xos to expand its vehicle and battery manufacturing capacity, advance our next generation battery and vehicle control systems, and put thousands more Xos vehicles on the road,” said Xos’ Co-Founder and COO, Giordano Sordoni.
Xos developed its vehicles to meet the demands and extended life cycles of last-mile, on-highway and vocational vehicles. Xos believes it is well positioned to capitalize on the electrification of the $100 billion total addressable market for medium- and heavy-duty last-mile commercial electric vehicles. The Company’s more than 6,000-unit backlog of contracted and optional orders underscores robust market opportunities for Xos’ vehicle products.
Demand in the last-mile commercial EV market is expected to grow at a 35% CAGR through 2040 as electric vehicles replace traditional fossil fuel vehicles, driven by new emissions standards, continued growth of e-commerce and the relocation of fulfillment centers to areas closer to consumers. Xos’ trucks are powered by its proprietary technology, developed to meet the needs of commercial fleets, and designed to achieve a TCO that is lower than traditional fossil fuel vehicles and other electric vehicle alternatives.
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The Company offers Fleet-as-a-Service—a bundled package that provides vehicle ownership services to fleet operators for a fixed monthly fee—in coordination with partners such as DLL Group (financing services) and Dickinson Fleet Services (vehicle maintenance). The Fleet-as-a-Service package aggregates otherwise fragmented fleet service offerings and is projected to significantly increase Xos’ lifetime revenue per vehicle.
“The strong secular tailwinds of climate change and e-commerce anchor our investment conviction in Xos,” said George Mattson, Co-Founder and Co-Chairman of NextGen. “Climate change is one of the world’s greatest challenges, and commercial trucks are the largest emitters per capita of greenhouse gases in the transportation industry. Simultaneously, last-mile e-commerce delivery is growing, accelerated by changes in consumer purchasing behaviors post-COVID. The dual drivers of strong underlying industry growth and the imperative to transition traditional fossil fuel vehicles to zero emission vehicles, set the backdrop for strong underlying growth for years to come. Xos has successfully commercialized its cost competitive proprietary product offering and is now poised to scale delivery of its customer-validated vehicles with the growth capital that NextGen will provide.”
“NextGen reviewed over a hundred potential merger opportunities and conducted in-depth evaluations of several companies in the EV and automotive technology sectors,” added Gregory Summe, Co-Founder and Co-Chairman of NextGen. “Based on our work, we believe that Xos is best-positioned to capture the rapidly growing demand for commercial electrical vehicles with a compelling customer offering. We look forward to working with Xos’ leadership team by providing strategic, operating and governance experience to help Xos realize its vision of decarbonizing commercial transportation.”
In addition to Dakota Semler and Giordano Sordoni, Xos will continue to be led by its existing management team including Chief Technology Officer, Robert Ferber, and Chief Financial Officer, Kingsley Afemikhe.
Transaction Overview
The business combination values the combined company at a $2.0 billion pro forma equity value, at a price of $10.00 per NextGen share and assuming no redemptions by NextGen shareholders. The transaction will provide $575 million of gross proceeds to the company, assuming no redemptions, including a $220 million oversubscribed and fully committed common stock PIPE at $10.00 per share anchored by Janus Henderson Investors, as well as a consortium of truck dealers led by Thompson Truck Centers.
The boards of directors of both Xos and NextGen have each unanimously approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by NextGen’s shareholders of the business combination, the concurrent PIPE transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form S-4 and the proxy statement/prospectus, the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.
Advisors
BofA Securities is serving as exclusive financial advisor to Xos, and Cooley LLP is serving as legal advisor to Xos. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and lead capital markets advisor to NextGen and as sole placement agent for the PIPE transaction. Rothschild & Co is acting as additional financial advisor to NextGen. Credit Suisse LLC is serving as additional capital markets advisor to NextGen. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to NextGen.
About Xos, Inc.
Xos, Inc. is an electric mobility company dedicated to making fleets more efficient. Xos designs and develops fully electric battery mobility systems specifically for commercial fleets. The company’s primary focus is on medium- and heavy-duty commercial vehicles that travel on “last mile” routes (i.e. predictable routes that are less than 200 miles per day). The company leverages its proprietary technologies to provide commercial fleets zero emission vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine and commercial EV counterparts.
About NextGen
NextGen Acquisition Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol “NGAC.”
