Shell USA, Inc. and Volta Inc. sign a definitive merger agreement
Jan 18, 2023
Houston − Shell USA, Inc., a subsidiary of Shell plc, has signed a definitive agreement to acquire 100% of the outstanding shares of Class A common stock of Volta Inc. (NYSE: VLTA) (Volta) in an all-cash transaction valued at approximately USD $169 million.
Volta’s assets include an existing public EV charging network of over 3,000 charge points at destination sites (shopping centers, grocery stores, pharmacies, etc.) across 31 U.S. states and territories, a development pipeline of more than 3,400 additional charge points, and capabilities to continue developing, operating, and monetizing EV charging infrastructure.
Beyond providing a charging service, Volta specializes in generating advertising revenues from screens embedded into the charge point. Volta’s advertising capability and early mover advantage have allowed the company to secure prime spots and portfolio-level contracts with site hosts in high-value, high-traffic markets.
The transaction is expected to close in the first half of 2023, subject to shareholder and regulatory approval.
Notes to editors
- Under the terms of the merger agreement, Shell USA, Inc. will acquire all outstanding shares of Class A common stock of Volta for an equity purchase price of approximately USD $169 million / $0.86/share in cash upon completion of the merger agreement. At close, Shell will also repay Volta’s 3rd party debt, estimated at USD $14 million. As part of the transaction, an affiliate of Shell USA, Inc. will provide subordinated secured term loans to Volta to bridge Volta through the closing of the transaction.
- 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 customary closing conditions.
- Subject to shareholder and regulatory approval, Volta will be a wholly owned subsidiary of Shell USA, Inc.
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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between a subsidiary of Shell USA, Inc. (“Shell”) and Volta Inc. (“Volta”). In connection with the proposed transaction, Volta plans to file a proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF VOLTA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT VOLTA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the Proxy Statement and other relevant materials (when they become available) and other documents filed by Volta at the SEC’s website at www.sec.gov. Copies of the Proxy Statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, on Volta’s website at investors.voltacharging.com or by contacting Volta Investor Relations at [email protected].
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Volta and Shell and their respective directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Volta’s directors and executive officers is available in its proxy statement filed with the SEC on June 13, 2022. Information regarding Shell’s directors and executive officers is available at https://www.shell.com/about-us.html. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC (when they become available). Investors should read the Proxy Statement and other relevant materials carefully when they become available before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
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