Xos, Inc., a leading manufacturer of fully electric Class 5 to
Class 8 commercial vehicles ("Xos"), and NextGen Acquisition
Corporation (NASDAQ:NGAC) (“NextGen”), a special purpose
acquisition company that recently announced a planned business
combination with Xos, today announced the nominees for the board of
directors of the combined company (“New Xos”).
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the full release here:
https://www.businesswire.com/news/home/20210723005079/en/
The New Xos board will be convened upon the closing of the
business combination transaction, which is subject to shareholder
approval and other customary closing conditions and is expected to
occur in August 2021. New Xos will retain the Xos name and trade on
the NASDAQ exchange under the new ticker “XOS”.
The New Xos director nominees bring decades of strategic,
financial, operational, industry and public company governance
leadership.
The director nominees for New Xos are as follows:
❖ Burt Jordan – Former VP, Global Purchasing
Operation and Supply Chain Sustainability, Ford Motor Company
❖ S. Sara Mathew – Former Chair and CEO, Dun
& Bradstreet Corporation
❖ George Mattson – Co-Founder, NextGen
Acquisition Corporation, and former Partner and Co-Head of the
Global Industrials Group, Goldman, Sachs & Co.
❖ Ed Rapp – Former Group President for
Resource Industries and former CFO, Caterpillar, Inc.
❖ Dakota Semler – Co-Founder and CEO, Xos,
Inc.
❖ Giordano Sordoni – Co-Founder and COO, Xos,
Inc.
“We are very fortunate to have assembled a world class group of
deeply experienced directors for New Xos,” said Dakota Semler, Xos,
Inc. Co-Founder and CEO. “The depth and breadth of experience and
subject-matter expertise of this group of top-tier business leaders
aligns with our future business strategy and will be invaluable as
we scale our business in the years to come.”
“We have attracted an exceptional group of directors to join the
new board, who share and believe in our mission to decarbonize
transportation,” said George Mattson, NextGen Co-Founder and
Co-Chairman. “Our new board will bring deep governance,
operational, industry and functional skills that will prove
invaluable in supporting the leadership team as it transitions into
life as a public company.”
Additional information on the additional director nominees can
be found below:
Burt Jordan
Former VP, Global Purchasing Operations and Supply Chain
Sustainability, Ford Motor Company
Mr. Jordan has served as the President and a director of
Atlantic Coastal Acquisition Corp. since December 2020. Mr. Jordan
was an executive at Ford Motor Company from 1999 until 2020, where
he most recently served as Vice President of Global Purchasing
Operations and Supply Chain Sustainability. In this role, Mr.
Jordan drove strategy transformation, growth and efficiencies
through program delivery, purchasing strategy and supply chain
sustainability. In June 2020, Mr. Jordan was named the 2020 Chief
Procurement Officer of the Year by the National Minority Supplier
Development Council. Mr. Jordan brings strong automotive supply
chain experience and deep supplier contacts from around the
world.
S. Sara Mathew
Former Chair and CEO, Dun & Bradstreet
Ms. Mathew served as Chair and CEO of Dun & Bradstreet
Corporation from 2010 to 2013. In this role, Ms. Mathew led the
transformation of Dun & Bradstreet into an innovative digital
enterprise. Prior to her role as Chair and CEO, Ms. Mathew also
served as President and Chief Operating Officer, and Chief
Financial Officer, where she initiated and managed the redesign of
Dun & Bradstreet’s accounting processes and controls. Prior to
her career at Dun & Bradstreet, Ms. Mathew spent 18 years at
Procter & Gamble serving as CFO of the Baby Care and Pamper
Products businesses and Vice President of Finance in Asia. Ms.
Mathew currently serves as Chair of the board of directors of
Freddie Mac, and on the boards of directors of State Street
Corporation, Reckitt Benckiser Group, and NextGen. Previously, Ms.
Mathew served on the boards of Shire Pharmaceuticals Limited,
Campbell Soup Company and Avon. Ms. Mathew brings strong public
company board experience, public company CEO and CFO experience,
and strategic transformation leadership experience. Upon the
completion of the business combination, Ms. Mathew is expected to
chair the compensation committee of New Xos.
George Mattson
Co-Founder, NextGen Acquisition Corporation, and Former Partner,
Goldman Sachs
George Mattson is the Co-Founder and Co-Chairman of NextGen and
NextGen Acquisition Corp. II, two special purpose acquisition
companies. Previously, Mr. Mattson was a Partner at Goldman, Sachs
& Co., where he formed and was the Co-Head of the Global
Industrials Group, responsible for the firm’s investment banking
activities in a diverse set of industries including the automotive,
trucking and transportation sectors. In addition to serving as
Co-Chairman of NextGen and NextGen Acquisition Corp. II, Mr.
Mattson also serves as a director of Delta Air Lines, Inc. and
Virgin Galactic Holdings, Inc. Mr. Mattson joined the board of
Virgin Galactic in conjunction with the completion of Virgin
Galactic’s business combination with Social Capital Hedosophia
Holdings Corp., a blank check company formed in 2017. Previously,
Mr. Mattson served as a director of Air France-KLM S.A. Mr. Mattson
brings extensive public company board experience, SPAC merger board
experience, deep strategic and financial experience, and broad
industry and customer relationships. Upon the completion of the
business combination, Mr. Mattson is expected to chair the
nominating and corporate governance committee and serve as the lead
independent director.
Ed Rapp
Former Group President and CFO, Caterpillar
Mr. Rapp served as the Group President for the Resource
Industries Group at Caterpillar Inc., the world’s leading
manufacturer of construction and mining equipment, from 2014 until
his retirement in 2016. Mr. Rapp previously served as Group
President, based in Singapore, from 2013 to 2014 and as the CFO of
Caterpillar Inc. from 2010 to 2013. Mr. Rapp currently serves as a
director of AbbVie and previously served as a director of FM
Global. Mr. Rapp brings strong public company board and CFO
experience, broad industry relationships, and a deep understanding
of running a large industrial business. Upon the completion of the
business combination, Mr. Rapp is expected to chair the audit
committee of New Xos.
Dakota Semler
Co-Founder and CEO, Xos, Inc.
Mr. Semler is a Co-Founder of Xos and has served as CEO and a
director of Xos since September 2016. Prior to Xos, Mr. Semler
served as CEO of Malibu Management Services, a hospitality operator
and Bucket List Experiences, a tour operator company from 2014 to
2016. Mr. Semler was also an independent contractor for TSG Group,
a real estate holding company, from 2014 to 2016. Mr. Semler brings
strong operations management experience, managing fleet operations
for multiple fleets ranging from Class 2 light-duty vehicles to
Class 8 short-haul vehicles, and a deep understanding of commercial
fleets and the commercial vehicle sector. Upon the completion of
the business combination, Mr. Semler will serve as New Xos’ CEO and
Chairman of the New Xos Board.
Giordano Sordoni
Co-Founder and COO, Xos, Inc.
Mr. Sordoni is a Co-Founder of Xos and has served as COO and a
director of Xos since September 2016. Prior to Xos, Mr. Sordoni
served as Co-Founder at Calibur Inc., a startup consulting
business, advising early-stage businesses, from 2015 to 2016. Mr.
Sordoni was Director of Marketing at Malibu Family Wines, a wine
production company, from 2014 to 2016. Mr. Sordoni brings strong
operations management experience, overseeing operations of multiple
fleets ranging from Class 2 to Class 6 medium-duty shuttle and
delivery vehicles, and a deep understanding of commercial fleets
and the commercial vehicle sector. Upon the completion of the
business combination, Mr. Sordoni is expected to serve as COO of
New Xos and as a member of the New Xos Board.
About Xos, Inc.
Xos, Inc. is an electric mobility company dedicated to making
fleets more efficient. Xos designs and develops fully electric
battery mobility systems specifically for commercial fleets. The
company’s primary focus is on medium- and heavy-duty commercial
vehicles that travel on “last mile” routes (i.e. predictable routes
that are less than 200 miles per day). The company leverages its
proprietary technologies to provide commercial fleets zero emission
vehicles that are easier to maintain and more cost-efficient on a
total cost of ownership (TCO) basis than their internal combustion
engine and commercial EV counterparts. For more information, please
visit www.xostrucks.com.
About NextGen
NextGen Acquisition Corporation is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. NextGen is led by
George Mattson, a former Partner at Goldman, Sachs & Co., and
Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice
Chairman of the Carlyle Group. NextGen is listed on NASDAQ under
the ticker symbol "NGAC." For more information, please visit
www.nextgenacq.com.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This document relates to a proposed transaction between Xos and
NextGen. This document is not a proxy statement or solicitation of
a proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. In connection with
the proposed transaction, NextGen initially filed a registration
statement on Form S-4 with the SEC on May 14, 2021, as amended by
Amendment No. 1 to the registration statement filed on Form S-4
with the SEC on June 25, 2021 and as further amended by Amendment
No. 2 to the registration statement filed on Form S-4 with the SEC
on July 22, 2021, which includes a document that serves as a
prospectus and proxy statement of NextGen (the “proxy
statement/prospectus”). The proxy statement/prospectus will be sent
to all NextGen shareholders. NextGen also will file other documents
regarding the proposed transaction with the SEC. Before making any
voting decision, investors and security holders of NextGen are
urged to read the registration statement, the proxy
statement/prospectus included therein and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the
registration statement, the proxy statement/prospectus included
therein and all other relevant documents filed or that will be
filed with the SEC by NextGen through the website maintained by the
SEC at www.sec.gov. The documents filed by NextGen with the SEC
also may be obtained free of charge at NextGen’s website at
https://www.nextgenacq.com/investor-info.html#filings or upon
written request to 2255 Glades Road, Suite 324A, Boca Raton,
Florida 33431.
Participants in the Solicitation
NextGen and Xos and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from NextGen’s shareholders in connection with the proposed
transaction. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/prospectus. You may obtain a free copy of this document
as described in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Xos and NextGen, including
statements regarding the anticipated timing of the transaction and
the products, customers and markets of Xos. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of NextGen’s securities, (ii) the risk that the transaction may not
be completed by NextGen’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by NextGen, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders
of NextGen, the availability of the minimum amount of cash
available in the trust account in which substantially all of the
proceeds of NextGen's initial public offering and private
placements of its warrants have been deposited following
redemptions by NextGen’s public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Xos’ business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Xos and potential difficulties in Xos employee
retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against Xos or against
NextGen related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of NextGen’s
securities on a national securities exchange, (xi) the price of
NextGen’s securities may be volatile due to a variety of factors,
including changes in the seven competitive and regulated industries
in which NextGen plans to operate or Xos operates, variations in
operating performance across competitors, changes in laws and
regulations affecting NextGen’s or Xos’ business, Xos’ inability to
implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xii)
the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk
of downturns and a changing regulatory landscape in the highly
competitive electric vehicle industry. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of NextGen’s registration statement
on Form S-1 (File No. 333-248921), the registration statement on
Form S-4 discussed above, the proxy statement/prospectus and other
documents filed or that may be filed by NextGen from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward looking statements, and Xos and NextGen assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Xos nor NextGen gives any
assurance that either Xos or NextGen, or the combined company, will
achieve its expectations.
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Xos Media Relations press@xostrucks.com
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