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 depositary for the Offer is Continental Stock Transfer & Trust Company.Īdditional 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 dealer manager for the Offer is Wells Fargo Securities. The information agent for the Offer is Morrow Sodali. Securityholders must make their own decision as to whether to tender their warrants and, if so, how many warrants to tender. 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.
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.”Īs of November 25, 2020, Shift had 82,106,969 outstanding shares of Class A Common Stock, and 7,532,494 outstanding Public Warrants. 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”). Tenders of Public Warrants must be made prior to the expiration of the Offer to Exchange and may be withdrawn at any time prior to the expiration of the Offer.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 commenced today and will expire, unless extended, at 12:00 midnight, Eastern Time, on December 23, 2020. 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.Ĭoncurrently 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. (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”). 25, 2020 (GLOBE NEWSWIRE) - Shift Technologies, Inc.
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