HOUSTON — Shell USA Inc. agreed to acquire electric vehicle (EV) charging and media company Volta Inc. in an all-cash transaction valued at approximately $169 million.
Volta's assets include an existing public EV charging network of more than 3,000 charge points at destination sites — such as shopping centers, grocery stores and pharmacies — across 31 U.S. states and territories, as well as a development pipeline of more than 3,400 additional charge points and capabilities to continue developing, operating and monetizing EV charging infrastructure.
Beyond providing a charging service, Volta also specializes in generating advertising revenues from screens embedded into the charge point. Volta's advertising capability and early mover advantage allowed the company to secure prime spots and portfolio-level contracts with site hosts in high-value, high-traffic markets, it said.
"The shift to e-mobility is unstoppable, and Shell recognizes Volta's industry-leading dual charging and media model delivers a public charging offering that is affordable, reliable and accessible," said Vince Cubbage, Volta interim CEO. "While the EV infrastructure market opportunity is potentially enormous, Volta's ability to capture it independently … was limited. This transaction creates value for our shareholders and provides our exceptional employees and other stakeholders a clear path forward."
The acquisition continues a trend toward renewable resources and cleaner transportation development that Shell's various subsidiaries have undertaken over the past two years. In 2021, Shell New Energies closed an agreement to acquire energy storage developer Savion from Macquarie's Green Investment Group. And in March 2022, Shell Energy North America joined the Retail Energy Advancement League, an advocacy organization dedicated to energy consumer choice with a special emphasis on green options.
Under the terms of the merger agreement, Shell will acquire all outstanding shares of Class A common stock of Volta for an equity purchase price of approximately $0.86 per share. At close, Shell will also repay Volta's third party debt, estimated at $14 million. As part of the transaction, an affiliate of Shell will provide subordinated secured term loans to Volta to bridge the company through the closing of the transaction.
Goldman Sachs and Barclays Capital are serving as advisors to Volta, while Shearman & Sterling are acting as Volta's legal advisor. Raymond James & Associates provided a fairness opinion to Volta's board of directors, which have unanimously approved the sale. For Shell, UBS Securities is serving as a financial advisor while Norton Rose Fulbright serves as legal advisor.
The transaction is expected to close in the first half of 2023, subject to the approval of Volta's stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other applicable regulatory approvals and customary closing conditions.
Houston-based Shell USA is an affiliate of Shell plc, a global group of energy and petrochemical companies with operations in more than 70 countries. In the United States, Shell operates more than 14,000 Shell branded stations across all 50 states.