Workhorse Group and Motiv Electric Trucks today announced that they have entered into a definitive merger agreement to combine in a transaction that will create what the companies expect to be a leading North American medium-duty electric truck OEM.

“Bringing together two leading OEMs in the medium-duty space strengthens our ability to reduce the cost of electric trucks and make the total cost of ownership even more compelling,” said Scott Griffith, CEO of Motiv.

Under the terms of the merger agreement, following the completion of the all-stock transaction, Motiv’s controlling investor will become the majority owner of the combined company, and Workhorse shareholders will maintain a significant equity stake. 

In connection with the merger agreement, Workhorse has completed a sale leaseback (SLB) and obtained convertible note financing. The transactions value the combined company at approximately $105 million.

A statement from Workhorse said the combination brings together two innovators in the medium-duty electric vehicle space "to better serve a blue-chip customer base and enhance value for shareholders."

Building on the companies’ complementary platforms, the combined business will be a leader in the $23 billion medium-duty truck segment with a full range of Class 4-6 trucks. 

The companies believe that together, they will benefit from increased scale, an expanded product portfolio, and enhanced operational efficiencies to support lower unit costs while optimizing total cost of ownership (TCO) for customers.

The combined company is expected to have a strengthened financial profile with a simplified capital structure and the financial resources to capture anticipated demand from the ongoing transition to clean energy, thereby better helping customers decarbonize their fleets, Workhorse said.

Following the closing of the transaction, Motiv’s Griffith is expected to serve as CEO of the combined company, and Rick Dauch, Workhorse CEO, is expected to serve as an advisor to the combined company.

“We believe this is a coming-of-age moment—not just for Motiv and Workhorse, but for the industry as a whole, and that widespread adoption of medium-duty electric trucks will come from achieving cost parity vs. ICE and diesel trucks and offering compelling long-term value,” Griffith added. “That’s exactly what we’re focused on delivering with this merger, and with a combined more than 17 million miles under our belt, we believe the transaction will put us in a strong starting position to deliver on this vision. I’m excited by the opportunity to lead the combined company, work closely with the Motiv and Workhorse teams to capture the opportunities ahead, and deliver for our customers, our shareholders, and the communities in which our trucks operate.”

“This transaction represents a significant milestone for Workhorse, our customers, our stakeholders and our shareholders,” said Rick Dauch, CEO of Workhorse. “By combining with Motiv and completing the related transactions, we are creating a broader product offering, strengthening our near- and long-term financial position and providing Workhorse shareholders with the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market. We believe Motiv is the right partner to support the advancement of our combined product roadmap and capture new growth opportunities. Together, we are confident we will be even better positioned to win the commercial EV transition and create value for shareholders.”

Strategic and Financial Benefits

Workhorse and Motiv said they believe that the investments made into their respective businesses position the combined company to have the sector’s most scalable manufacturing, most advanced and road-tested products, and most wide-reaching go-to-market networks. As a result, the companies believe the transaction will provide significant benefits to customers and shareholders by:

• Creating a category leader positioned for rapid innovation and scalable growth. Joining Motiv’s diverse product portfolio and top fleet relationships with Workhorse’s proven vehicles, manufacturing capabilities, and national dealer network is expected to create a platform for long-term growth. Workhorse’s Union City facility has the capacity to eventually produce up to 5,000 trucks per year.

• Leveraging combined scale and strengths to reduce unit costs. Workhorse and Motiv believe that the combined company will compete more effectively with the industry’s pure-play electric and legacy OEMs. Workhorse and Motiv believe the combined company will capitalize on new opportunities to serve more customers with a more competitively advantaged electric offering than gas/diesel trucks and buses on a TCO basis.

• Joining complementary customer bases. Workhorse and Motiv believe the next phase of large-scale adoption of medium-duty electric trucks in North America will be driven by national-scale commercial fleets with tested and piloted multi-depot EV truck operations. Together, Motiv and Workhorse have served 10 of the largest medium-duty fleets in North America, positioning the combined company to expand adoption through these existing relationships with likely early scalers.

• Establishing a strong financial foundation. The companies believe that the transaction strengthens the combined company’s financial position and creates opportunities for margin expansion, enabling greater flexibility to pursue future growth initiatives. With a simplified capital structure, the combined company also expects to be better positioned to raise additional capital after the close.

• Presenting significant synergy opportunities. The companies believe there is potential to achieve at least $20 million in cost synergies, including through R&D, G&A, and facility cost reductions, by the end of 2026. The combined companies also intend to utilize a product and engineering approach to maximize the use of common software, hardware, and IP across its Class 4-6 platforms to pursue additional cost savings, an enhanced technology baseline, and a best-in-class customer experience with limited downtime and optimized TCO.

Transaction Details

Under the terms of the merger agreement, Motiv will be merged with a newly created subsidiary of Workhorse in exchange for newly issued shares of Workhorse common stock.

Upon completion of the transaction, on a fully diluted basis, Motiv’s controlling investor initially will own approximately 62.5% of the combined company and Workhorse shareholders will own approximately 26.5%. Workhorse’s existing senior secured lender will have rights to receive common stock that represent approximately 11%, all of which are subject to certain potential adjustments and additional future dilution. 

Pursuant to the transaction, certain stockholders of Motiv, to the extent they are also holders of financial indebtedness of Motiv, agreed to cancel their financial indebtedness to Motiv in exchange for Workhorse common stock. Additional information regarding Workhorse’s agreement with its secured lender and select other parties will be available in the Company’s SEC filings.

In connection with the proposed merger transaction, Workhorse also completed two transactions with entities affiliated with Motiv’s controlling investor: the SLB transaction for Workhorse’s Union City, Indiana manufacturing facility for $20 million and the secured, convertible note financing for $5 million, each of which were consummated at the time of execution with the merger agreement. 

These transactions are expected to provide near-term liquidity to fund Workhorse’s operations through closing and to provide capital to pay down debt owed to Workhorse’s existing senior secured lender. At closing of the merger, all remaining indebtedness to such lender, including all warrants currently held by the lender, will be repaid and/or cancelled, with the only remaining secured indebtedness of the combined companies being the $5 million secured, convertible note held by Motiv’s controlling investor, which may convert to equity in connection with post-closing financing. 

In addition, the merger agreement includes a condition to closing that entities affiliated with Motiv’s controlling investor will provide $20 million in debt financing at the completion of the transaction, of which approximately $10 million is expected to be available in a revolving credit facility and an additional $10 million is expected to be available to fund manufacturing costs associated with confirmed purchase orders of the combined company in an ABL facility. The combined company will also seek to raise additional equity financing to fund its go-forward strategic execution.

Merger Timing and Approvals

The transaction is expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions, including the debt financing commitment noted above.