In a joint SEC filing released today, Tesla and SolarCity confirmed that they will be holding the vote on the proposed merger on November 17. SolarCity’s board of directors approved the $2.6 billion deal in August and both companies have since been working to bring the proposal to a shareholders vote.
Tesla will hold its special meeting of stockholders at its own Page Avenue Facility in Fremont. It will start at 1pm local time.
In the SEC filing, Tesla explains that purposes of the meeting:
- to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 31, 2016 (the “ Merger Agreement ”), among Tesla, SolarCity Corporation (“ SolarCity ”), and D Subsidiary, Inc. (“ Merger Sub ”), a wholly-owned subsidiary of Tesla, pursuant to which Merger Sub will merge with and into SolarCity (the “ Merger ”), with SolarCity surviving the Merger as a wholly owned subsidiary of Tesla, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice, and to approve the transactions contemplated by the Merger Agreement, including the Merger and the issuance (the “ Tesla Share Issuance ”) of Tesla Common Stock, par value $0.001 per share (the “ Tesla Common Stock ”), to SolarCity pursuant to the Merger (the “ Tesla Merger and Share Issuance Proposal ”); and
- to consider and vote on a proposal to adjourn the Tesla Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Tesla Merger and Share Issuance Proposal (the “ Tesla Adjournment Proposal ”)
The record date for Tesla and SolarCity stockholders was on September 23, 2016 – meaning that’s when you need to have been holding Tesla or SolarCity shares in order to vote on approving the merger. If you bought shares after the record date, you will not be able to vote them at the meeting.
SolarCity’s special meeting of stockholders will be held at the Crowne Plaza Hotel in Foster City, California, just two hours before Tesla’s meeting – 11am local time.
The boards of directors of both Tesla and SolarCity are recommending that shareholders vote for the proposal.
Interestingly, Tesla and SolarCity plan a joint product unveiling on October 28 – weeks before the merger will go to a vote.
Following the SEC filing, Tesla also released a blog post encouraging shareholders to vote for the merger. The company also confirmed that they will share more financial information about the combined companies ahead of the vote and after the joint product unveiling on Oct. 28.
Update on Tesla’s Combination with SolarCity
Today, Tesla and SolarCity took another significant step towards combining the companies. Each company set November 17, 2016 as the date of its shareholder meeting to vote on the acquisition and final proxy materials are now being mailed to each company’s shareholders.
If shareholders approve the transaction, a combined Tesla and SolarCity will be able to provide the first ever opportunity to generate, store and consume energy entirely sustainably, through a suite of integrated products that add aesthetics and function while reducing cost. By leveraging SolarCity’s installation network and Tesla’s global retail footprint, we can do this in a way that is seamless for our customers and that we expect will create significant value for our shareholders.
Over the next few weeks, Tesla will share important updates regarding our strategic plan for the combined company. On October 28th, Tesla and SolarCity will unveil a solar roof product, which along with Powerwall 2.0, will show the kinds of products that the combined company will be able to create. And on November 1st, Tesla will provide additional financial information relating to its plans for the combined company.
These events will create a clear picture of how a combined Tesla and SolarCity will make solar and storage as compelling as electric vehicles – an achievement that would advance our mission of accelerating the world’s transition to sustainable energy.
If you are a Tesla shareholder, we encourage you to vote your shares as part of this process. Any Tesla shareholder who owned shares as of September 23, 2016 is eligible to vote and will receive mailed instructions on how to do so in the coming days. You can vote by phone, online or via mail any time on or before November 16, 2016, although we strongly encourage you to vote as soon as possible. The process for voting may differ depending on how you hold your shares, so please carefully review and follow the specific voting instructions on the proxy card that you receive.
If you have questions about voting your Tesla shares, please contact Innisfree, which is assisting Tesla in connection with the vote, toll-free at 877-456-3463. Shareholders outside the United States may call + 1 412-232-3651.
Thank you to all of our shareholders for your support over the years. The Tesla board and management hope that you will join us in supporting the combination of Tesla and SolarCity.
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