Item 8.01 Other Events.
On February 25, 2023, the waiting period expired under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection
with the proposed merger between a wholly owned subsidiary of Shell USA, Inc.
("Shell") and Volta Inc. ("Volta").
On March 10, 2023, Volta and Shell received the final regulatory approval
required under article L.151-3 of the French Code Monétaire et Financier (the
"French FDI law") for Shell to complete its acquisition of Volta.
The expiration of the waiting period under the HSR Act and the regulatory
approval under the French FDI law satisfy the regulatory approval conditions to
closing regarding the pending acquisition of Volta by Shell. The acquisition
transaction remains subject to other customary closing conditions, including
approval by the stockholders of Volta, and is expected to close following the
special meeting of stockholders of Volta to be held March 29, 2023.
Additional Information and Where to Find It
This Current Report on Form 8-K 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 Current Report on Form 8-K may be deemed to be solicitation
material in respect of the proposed transaction involving Shell and Volta. In
connection with the proposed transaction, on February 21, 2023, Volta filed with
the SEC a definitive proxy statement on Schedule 14A (the "Proxy Statement").
Promptly after filing the Proxy Statement with the SEC, Volta mailed the Proxy
Statement and a proxy card to each stockholder of Volta entitled to vote at the
special meeting relating to the proposed transaction. The Proxy Statement
contains important information about the proposed transaction and related
matters.
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 HAS FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Stockholders and investors may obtain free copies of the
Proxy Statement and other relevant documents filed by Volta with the SEC at the
SEC's website at www.sec.gov. Copies of the Proxy Statement 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 drew@voltacharging.com. In addition, you may obtain a copy
of these materials, without charge, upon written request to: Volta Inc., 155 De
Haro Street, San Francisco, California 94103, Attention: Corporate Secretary.
Participants in the Solicitation
Volta and its 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 Volta's proxy statement filed with the SEC on
June 13, 2022, in Volta's current reports on Form 8-K filed with the SEC on June
13, 2022, July 12, 2022, August 2, 2022, January 6, 2023, and in the Proxy
Statement. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the Proxy Statement. Investors
should read the Proxy Statement and other relevant documents carefully and in
their entirety before making any voting or investment decisions. These documents
can be obtained free of charge from the sources indicated above.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the U.S. federal securities laws. Such statements include statements
concerning anticipated future events and expectations that are not historical
facts. All statements included in this Current Report on Form 8-K other than
statements of historical fact are statements that could be deemed
forward-looking statements. Forward-looking statements are based on current
expectations and assumptions about future events and currently available
information as to the outcome and timing of future events. Such statements are
inherently subject to numerous business, economic, competitive, regulatory and
other risks and uncertainties, most of which are difficult to predict and many
of which are beyond Volta's control. No assurance can be given that such
expectations will be correct or achieved or that the assumptions are accurate or
that any transaction will ultimately be consummated. Forward-looking statements
are typically identified by words such as "believe," "expect," "anticipate,"
"intend," "target," "estimate," "continue," "positions," "plan," "predict,"
"project," "forecast," "guidance," "goal," "objective," "prospects," "possible"
or "potential," by future conditional verbs such as "assume," "will," "would,"
"should," "could" or "may," or by variations of such words or by similar
expressions or the negative thereof. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a number of
factors, including, without limitation: (1) risks related to the consummation of
the transaction, including the risks that (a) the transaction may not be
consummated within the anticipated time period, or at all, (b) the parties may
fail to obtain Volta stockholder approval of the merger agreement, and (c) other
conditions to the consummation of the merger under the merger agreement may not
be satisfied; (2) the possibility of the termination of the merger agreement and
the effects that any termination of the merger agreement may have on Volta or
its business, including the risks that Volta's stock price may decline
significantly and that Volta may not be able to continue as a going concern if
the transaction is not completed; (3) the effects that the announcement or
pendency of the merger may have on Volta and its business, including the risks
that as a result (a) Volta's business, operating results or stock price may
suffer, (b) Volta's current plans and operations may be disrupted, (c) Volta's
ability to retain or recruit key employees may be adversely affected, (d)
Volta's business relationships (including with customers and suppliers) may be
adversely affected, or (e) Volta's management's or employees' attention may be
diverted from other important matters; (4) the effect of limitations that the
merger agreement places on Volta's ability to operate its business, return
capital to stockholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal proceedings,
including any such proceedings related to the merger and instituted against
Volta and others; (6) the risk that the transaction and related transactions may
involve unexpected costs, liabilities or delays; (7) other economic, business,
competitive, legal, regulatory, and/or tax factors; and (8) other factors
described under the heading "Risk Factors" in Part I, Item 1A of Volta's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly
Reports on Form 10-Q, each as updated or supplemented by subsequent reports that
Volta has filed or files with the SEC. These risks and uncertainties may be
impacted by the COVID-19 pandemic (including supply chain constraints, labor
shortages and inflationary pressure). Potential investors, stockholders and
other readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which such statement is made.
Should one or more of the risks or uncertainties described in this Current
Report on Form 8-K occur, or should underlying assumptions prove incorrect,
Volta's actual results and plans could differ materially from those expressed in
any forward-looking statements. All forward-looking statements are expressly
qualified in their entirety by this cautionary statement. Except as otherwise
required by applicable law, Volta undertakes no obligation to publicly correct
or update any forward-looking statement after it is made, whether as a result of
new information, future events or circumstances after the date of this Current
Report on Form 8-K, or otherwise.
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