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id: 587, Created by Stan Vick, Scout
Volta, Inc. (VLTA) M&A Misconduct Case
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S.D. New YorkCourt
- The Merger was executed by Volta (VLTA) and Shell.
- The Price of the Deal is lower by 90% than after the original announcement of the consummation of the Business Combination.
- Investors suspect the Company, its Leaders, and Service providers (IBs) of misleading and breaching fiduciary duties.
On January 17, 2023, the Merger Agreement was executed by Volta (VLTA) and Shell.
Additionally, Volta and Shell executed a bridge loan agreement under which an affiliate of Shell agreed to provide a loan facility to Volta in an aggregate principal amount not to exceed $20 million. Volta borrowed $5 million under the bridge loan agreement on January 18, 2023, and again on January 31, 2023.
According to the Proxy, there were 174,502,050 shares of Volta capital stock outstanding as of February 3, 2023. Thus, Shell’s proposal to acquire all of the outstanding shares of Volta common stock for $0.86 per share in cash values the equity in Volta at approximately $150 million. This value represents a decline of approximately 90.4% from the $8.92 per share at which Volta stock closed on August 27, 2021, the first day of trading following the consummation of the Business Combination.
Investors have reasons to suspect the Company, its Leaders, and Service providers (IBs) that:
- the Proxy Statement omits material information concerning the Proposed Transaction, which renders the Proxy Statement false and misleading.
- the Value of the transaction was not fair, violating investors' rights.
Breach of Fiduciary duty,
Shock Event Date
21 February 2023
21 February 2023