Shell Oil Company sent a non-binding proposal to acquire Volta Inc. (NYSE:VLTA) from Energize Ventures LLC and others for approximately $130 million on December 22, 2022. Shell Oil Company entered into an agreement to acquire Volta Inc. (NYSE:VLTA) from Energize Ventures LLC and others for approximately $170 million on January 17, 2023. As per the terms of the proposal, Shell USA Inc. will acquire all outstanding shares of Class A common stock of Volta at $0.65 per share in cash upon completion of the merger. Under the terms of the merger agreement, Shell USA Inc. will acquire all outstanding shares of Class A common stock of Volta at $0.86 per share in cash upon completion of the merger. At close, Shell will also repay Volta's 3rd party debt, estimated at $14 million. Upon closing of the transaction, Volta's Class A common stock will no longer be listed on any public market. In an event of termination, Volta will be required to pay Shell a termination fee equal to $5,919,165 in cash.

The closing of the merger is 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 other customary closing conditions. Volta's Board of Directors, having determined that the transaction is in the best interests of the company's stockholders, has unanimously approved the transaction and recommends that Volta's stockholders approve the transaction and adopt the merger agreement at the special meeting of stockholders to be called in connection with the transaction. The board of Directors Shell Oil approved this agreement. As of February 25, 2023, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of March 10, 2023, Volta and Shell received the final regulatory approval required under article L.151-3 of the French Code Monétaire et Financier. The transaction is expected to close in the first half of 2023. The transaction is expected to close following the special meeting of stockholders of Volta to be held March 29, 2023. As of March 29, 2023, stockholders of Volta approved the transaction at a special meeting of Volta stockholders. The transaction is expected to close on or about March 31, 2023, subject to customary closing conditions.

Goldman Sachs & Co. LLC and Barclays Capital Inc. are serving as advisors to Volta, and Michael S. Dorf, Gus Atiyah, Doreen E. Lilienfeld, Ben Gris, Ryan Bray, Matthieu Lampel, Jordan Altman, Nathan Wood and Jonathan Cheng of Shearman & Sterling LLP serving as Volta's legal advisors. Raymond James & Associates, Inc. served as financial advisor and provided a fairness opinion with a service fee of $1 million to Volta's Board of Directors. UBS Securities LLC is serving as a financial advisor to Shell, and Lior Nuchi and Blake Redwine of Norton Rose Fulbright US LLP is serving as Shell's legal advisor. Morrow & Co., LLC acted as information agent with a service fee of $25,000 to Volta. Computershare, Inc. acted as transfer agent to Volta. Raymond James & Associates, Inc. acted as due diligence provider to Volta. UBS Securities LLC acted as due diligence provider to Shell.