TORONTO–(BUSINESS WIRE)–Facedrive Inc. (“Facedrive”) (TSXV: FD), a Canadian “people-and-planet first” tech ecosystem, is thrilled to announce that it has, through a wholly-owned subsidiary (“Facedrive Subsidiary”), completed an acquisition (the “Acquisition”) of the substantive assets of Steer (https://www.steerev.com), one of the fastest-growing specialized electric vehicle subscription businesses (according to proprietary research), from Exelorate Enterprises, LLC (“Exelorate”), a wholly-owned subsidiary of Exelon Corporation (“Exelon”), a Fortune 100 company and the largest producer of clean energy in the United States (Electric Energy Online). Concurrent with the closing of the Acquisition, Exelorate subscribed for common shares of Facedrive (“Facedrive Shares”) as a strategic investment (the “Strategic Investment”). The terms of the Acquisition and the Strategic Investment are described further below.
The Acquisition, Strategic Investment and Transition Agreement
Pursuant to the Acquisition, Facedrive acquired Steer in exchange for aggregate consideration of USD $3,250,000, which was paid through the issuance of 222,819 Facedrive Shares (“Acquisition Shares”), issued at a price of C$19.2737 per Acquisition Share. All Acquisition Shares are subject to an 18-month lock-up. The assets acquired pursuant to the Acquisition include intellectual property, licenses, rights to use third-party service providers, and commercial vehicle leases.
Pursuant to the Strategic Investment, Exelorate subscribed for 137,119 Facedrive Shares (“Strategic Investment Shares”) at C$19.2737 per Strategic Investment Share for gross proceeds of USD $2,000,000. No finder’s fee was payable in connection with the Strategic Investment. All Strategic Investment Shares are subject to an 18-month lock-up and no warrants or other derivative instruments were issued as part of the Strategic Investment.
In connection with the Acquisition, Exelorate and the Facedrive Subsidiary (which are entirely at arm’s-length) entered into a transition services agreement (the “Transition Agreement”) pursuant to which the parties agreed to use their commercially reasonable efforts to cooperate with and assist each other in connection with the transition of the acquired business such that the operation of Steer remains efficient throughout the transition and onboarding process. Facedrive confirms that there will be no change in management, business nor any new insiders of Facedrive by virtue of the Acquisition, Strategic Investment or Transition Agreement.
About the Acquisition
Steer is a Washington, D.C.-based, technology-driven monthly vehicle subscription service that presents a hassle-free, low-emissions alternative to owning, leasing or renting. Incubated within and backed by Exelon (https://www.exeloncorp.com), Steer has achieved millions in annual recurring revenue in less than 12 months of operation. Created to challenge traditional car ownership, Steer’s EV-only offering is strategically positioned in the automotive subscription services market which is projected to grow by an additional USD $9.15 billion between 2020 and 2024 (Automotive Subscription Services 2020 Global Market Report). Steer’s personalized subscription business model, bespoke concierge services and brand-agnostic approach counting 17 EV makes and models in its continuously-growing fleet has allowed Steer to secure a leadership position in the market and to pursue an ambitious expansion strategy in the United States and internationally.
Facedrive US Strategy
This Acquisition marks a strategic milestone for Facedrive as it executes on its expansion strategy and prepares to establish its presence in the US market. The direct synergies between Steer’s EV subscription service and Facedrive’s flagship rideshare and delivery verticals (i.e. Facedrive Rideshare and Facedrive Foods, respectively) are clear as both companies directly target a common user base of environmentally-conscious millennial consumers. Furthermore, the new model will allow Facedrive Driver partners to flexibly subscribe to electric vehicles and have an increased selection of eco-friendly cars available for purchase. Thus, the Acquisition further strengthens Facedrive’s brand positioning as the sustainable transportation leader and sets the scene for Facedrive to launch its operations in its first strategic hub.
“Facedrive and Steer were both founded on the insight that consumers will increasingly demand eco-friendly and flexible transportation options. Exelon is passionate about the electrification of transportation and committed to solving customer barriers related to electric vehicles, which is why we originally seeded, invested in, and built Steer,” said Brian Hoff, Vice President of Innovation at Exelon. “Exelon is committed to a smooth, successful transition and excited for Steer’s next stage of growth with Facedrive.”
“Steer’s innovative vehicle subscription model coupled with its pioneer sustainability philosophy has a great vision behind it. The shift in our society’s purchasing behavior is continuing to turn consumers towards choosing conscious and responsible businesses. We believe that this acquisition as well as the broader partnership with Exelon is paramount to our future expansion and achieving leadership positions in each market we enter while staying true to our core sustainability values and the ESG principles that Facedrive was founded on,” said Sayan Navaratnam, CEO and Chairman of Facedrive. “Much like Facedrive, Steer is rooted in clean energy, innovation and fleet management, making it an ideal fit for our eco-friendly technology platform. We are very excited to have an opportunity to scale up Steer’s operations to replicate its business model within the Facedrive ecosystem in the USA and internationally.”
Facedrive is a multi-faceted “people-and-planet first” platform offering socially-responsible services to local communities with a strong commitment to doing business fairly, equitably and sustainably. Facedrive Rideshare was the first to offer green transportation solutions in the TaaS space, planting thousands of trees and giving users a choice between EVs, hybrids and conventional vehicles. Facedrive Marketplace offers curated merchandise created from sustainably sourced materials. Facedrive Foods offers contactless deliveries of a wide variety of foods with the focus on healthy foods right to consumers’ doorsteps. Facedrive Health develops innovative technological solutions to the most acute health challenges of the day. Facedrive is changing the ridesharing, food delivery, e-commerce and health tech narratives for the better, for everyone. For more about Facedrive, visit www.facedrive.com.
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Exelon Corporation (Nasdaq: EXC) is a Fortune 100 energy company with the largest number of electricity and natural gas customers in the U.S. Exelon does business in 48 states, the District of Columbia and Canada and had 2019 revenue of USD $34 billion. Exelon serves approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO and Pepco subsidiaries. Exelon is one of the largest competitive U.S. power generators, with more than 31,000 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 2 million residential, public sector and business customers, including three fourths of the Fortune 100. Follow Exelon on Twitter @Exelon.
Certain information in this press release contains forward-looking information. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results from the Acquisition and Strategic Investment may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements.
See “Forward-Looking Information” and “Risk Factors” in Facedrive’s Filing Statement dated August 28, 2019 for a discussion of the uncertainties, risks and assumptions associated with these statements. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. We have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.