Ideanomics (NASDAQ: IDEX), a global company focused on driving the adoption of commercial electric vehicles and associated energy consumption, announced it has entered into an agreement to acquire VIA Motors International, Inc. ("VIA") in an all-stock transaction for a 100-percent ownership stake, subject to customary closing conditions, including Ideanomics' shareholder approval.
VIA designs and plans to manufacture commercial electric vehicles for the global fleet market, which is experiencing significant growth in its transformation to electric propulsion.
"This is a transformative deal for Ideanomics," said Shane McMahon, Executive Chairman of Ideanomics. "As we continue to grow into a leader in the commercial EV space VIA Motors adds valuable brand cachet and an exceptional manufacturing discipline to our portfolio. 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 Ideanomics Chief Executive Officer Alf Poor. "It also provides Ideanomics a full OEM manufacturing capability which are synergistic to our other operating businesses."
"VIA Motors is changing last and mid-mile delivery with innovative electric commercial vehicles that fleets can afford," said Bob Purcell, CEO of VIA Motors. "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."
The agreement values VIA at $450 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 VWAP of Ideanomics' common stock of $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 $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 described above.
VIA shareholders are eligible for potential earnout consideration of up to $180 million. 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.