Shift Technologies, Inc. (NASDAQ: SFT), “Shift,” a leading
end-to-end ecommerce platform for buying and selling used cars,
today announced that it has commenced an offer to exchange (the
“Offer”) relating to its outstanding publicly traded warrants (the
“Public Warrants”). Shift is offering to exchange 0.25 shares of
its Class A common stock (“Class A Common Stock”) and $1.00 in
cash, without interest (together, the “Exchange Consideration”),
for each Public Warrant tendered.
Concurrently with the Offer, Shift is soliciting consents (the
“Consent Solicitation”) from holders of the Public Warrants to
amend the Warrant Agreement, dated as of March 22, 2019, which
governs all of the Public Warrants to permit Shift to require that
each outstanding Public Warrant be converted into a combination of
0.225 shares of its Class A Common Stock and $0.90 in cash, without
interest (the “Conversion Consideration”), which Conversion
Consideration is a ratio that is approximately 10% less than the
Exchange Consideration applicable to the Offer.
The Offer commenced today and will expire, unless extended, at
12:00 midnight, Eastern Time, on December 23, 2020. Tenders of
Public Warrants must be made prior to the expiration of the Offer
to Exchange and may be withdrawn at any time prior to the
expiration of the Offer.
The Offer and Consent Solicitation are being made pursuant to an
Offer to Exchange, Definitive Proxy Statement and Schedule TO, each
dated November 25, 2020, which more fully set forth the terms and
conditions of the Offer and Consent Solicitation and have been
filed with the Securities and Exchange Commission (the “SEC”).
Shift’s Class A Common Stock is listed on The Nasdaq Capital
Market (“Nasdaq”) under the symbol “SFT” and its Public Warrants
are quoted on Nasdaq under the symbol “SFTTW.”
As of November 25, 2020, Shift had 82,106,969 outstanding shares
of Class A Common Stock, and 7,532,494 outstanding Public
Warrants.
None of Shift, its Board of Directors, the dealer manager for
the Offer, the information agent for the Offer or the depositary
for the Offer will make any recommendation to warrant holders as to
whether to tender or refrain from tendering their warrants or as to
the price or prices at which they might choose to tender their
warrants pursuant to the proposed exchange offer. Securityholders
must make their own decision as to whether to tender their warrants
and, if so, how many warrants to tender.
The information agent for the Offer is Morrow Sodali. The dealer
manager for the Offer is Wells Fargo Securities. The depositary for
the Offer is Continental Stock Transfer & Trust Company.
Additional Information. This press release
is for informational purposes only and is not an offer to purchase
or a solicitation of an offer to sell the Public Warrants or an
offer to sell or a solicitation to buy any shares of the Company’s
Class A Common Stock. The Offer described above
is made only pursuant to a Tender Offer Statement on
Schedule TO, as amended, and related exhibits, including the
Amended and Restated Offer to Exchange Letter, Letter of
Transmittal and Consent and other related documents, filed with the
SEC. The Amended and Restated Offer to Exchange Letter will be
mailed to Public Warrant holders of record and will also be made
available for distribution to beneficial owners of Public Warrants.
The solicitation of offers to exchange Public Warrants for shares
of the Company’s Class A Common Stock will only be made
pursuant to the Amended and Restated Offer to Exchange Letter.
Public Warrant holders should read carefully the Tender Offer
Statement on Schedule TO, as amended, Amended and Restated
Offer to Exchange Letter, Letter of Transmittal and Consent and
related exhibits and the Definitive Proxy Statement, as they
contain important information about the Offer. Public
Warrant holders can obtain these documents free of charge from the
SEC’s website at www.sec.gov, or by directing a request to the
information agent for the Offer, Morrow Sodali,
toll-free (800) 662-5200 (banks and brokerage
firms, please call (203) 658-9400).
About Shift
Shift is a leading end-to-end auto ecommerce platform
transforming the used car industry with a technology-driven,
hassle-free customer experience. Shift’s mission is to make car
purchase and ownership simple — to make buying or selling a used
car fun, fair, and accessible to everyone. Shift provides
comprehensive, digital solutions throughout the car ownership
lifecycle: finding the right car, having a test drive brought to
you before buying the car, a seamless digitally-driven purchase
transaction including financing and vehicle protection products, an
efficient, digital trade-in/sale transaction, and a vision to
provide high-value support services during car ownership. For more
information, visit www.shift.com.
Caution Regarding Forward Looking
Statements
This document includes "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"forecast," "intend," "seek," "target," "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information.
Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of Shift’s
business are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward looking statements. These factors include, but are not
limited to: (1) the risk that the business combination disrupts
Shift’s current plans and operations; (2) the ability to recognize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition, Shift’s ability to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (3) costs related to the business combination; (4)
changes in applicable laws or regulations; (5) the possibility that
Shift may be adversely affected by other economic, business, and/or
competitive factors; (6) the operational and financial outlook of
Shift; (7) the ability for Shift to execute its growth strategy;
and (8) other risks and uncertainties indicated from time to time
in other documents filed or to be filed with the SEC by Shift. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Shift undertakes
no commitment to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law.
Investor Relations:Mark Roberts, Blueshirt
Capital MarketsIR@shift.com
Media Contact:Jeff Fox, The Blueshirt
Groupjeff@blueshirtgroup.com
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