Volta Inc. (Volta) announced the execution of a definitive merger agreement under which Shell USA Inc., a subsidiary of Shell plc, will acquire Volta in an all-cash transaction valued at approximately US$169 million. The transaction brings Volta’s dual charging and media network to Shell’s established brand and seeks to unlock long-term growth opportunities in electric vehicle (EV) charging.
Under the terms of the merger agreement, Shell USA Inc. will acquire all outstanding shares of Class A common stock of Volta at US$0.86 per share in cash upon completion of the merger, which represents an approximate 18% premium to the closing price of Volta stock on January 17, 2023, the last full trading day prior to the announcement of the transaction.
“The shift to e-mobility is unstoppable, and Shell recognizes Volta’s dual charging and media model delivers a public charging offering that is affordable, reliable, and accessible,” said Vince Cubbage, interim CEO of Volta. “While the EV infrastructure market opportunity is potentially enormous, Volta’s ability to capture it independently, in challenging market conditions and with ongoing capital constraints, was limited. Both Volta and Shell have a demonstrated ability to meet the changing needs of customers, and this acquisition will bring that experience together to provide the options needed as more drivers choose electric.”
Shell believes that the transaction unlocks Volta’s significant signed pipeline of charging stalls in construction or evaluation and captures the seismic EV charging market opportunity. Following the completion of the transaction, there will be no immediate change in driver experience, Volta Media Network capabilities available to advertisers, or services provided to commercial properties and retail locations.
As part of the agreement, an affiliate of Shell will provide subordinated secured term loans to Volta to bridge Volta through the closing of the transaction.
Volta’s Board of Directors, having determined that the transaction is in the best interests of the company’s stockholders, has unanimously approved the transaction and recommends that Volta’s stockholders approve the transaction and adopt the merger agreement at the special meeting of stockholders to be called in connection with the transaction.
The transaction is expected to close in the first half of 2023. The closing of the merger is subject to the approval of Volta’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other applicable regulatory approvals, and other customary closing conditions. Upon closing of the transaction, Volta’s Class A common stock will no longer be listed on any public market.
Goldman Sachs & Co. LLC and Barclays Capital Inc. are serving as advisors to Volta, and Shearman & Sterling LLP is serving as Volta’s legal advisor. Raymond James & Associates Inc. provided a fairness opinion to Volta’s Board of Directors. UBS Securities LLC is serving as a financial advisor to Shell, and Norton Rose Fulbright US LLP is serving as Shell’s legal advisor.