Northern Genesis Acquisition Corp. (NYSE: NGA, NGA-WT, and
NGA-UN) (“Northern Genesis”) announced that on December 31, 2020,
The Lion Electric Company (“Lion Electric” or “Lion”) filed with
the U.S. Securities and Exchange Commission (“SEC”) a preliminary
registration statement on Form F-4 (the “Registration Statement”),
which includes a preliminary proxy statement of Northern Genesis,
in connection with their proposed business combination.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210104005149/en/
Upon closing of the proposed business combination, a
wholly-owned subsidiary of Lion Electric will merge with and into
Northern Genesis, and Lion is expected to be listed on the New York
Stock Exchange (NYSE) under the new ticker symbol “LEV.”
The business combination has been unanimously approved by the
Boards of Directors of both Northern Genesis and Lion Electric and
is expected to close in the first quarter of 2021, subject to the
Registration Statement being declared effective by the SEC,
approval by Northern Genesis stockholders, as well as other
customary closing conditions.
National Bank Financial, BMO Capital Markets and Roth Capital
Partners, LLC are serving as financial advisors, and Stikeman
Elliott LLP and Vinson & Elkins L.L.P. are serving as legal
advisors to Lion Electric. Barclays Capital Inc. is serving as
exclusive M&A and capital markets advisor, and Husch Blackwell
and Borden Ladner Gervais LLP are serving as legal advisors to
Northern Genesis.
About The Lion Electric Company
The Lion Electric Company is an innovative manufacturer of
zero-emission vehicles. The company creates, designs and
manufactures all-electric class 5 to class 8 commercial urban
trucks and all-electric buses and minibuses for the school,
paratransit and mass transit segments. Lion is a North American
leader in electric transportation and designs, builds and assembles
all its vehicle components, including chassis, battery packs, truck
cabins and bus bodies.
Always actively seeking new and reliable technologies, Lion
vehicles have unique features that are specifically adapted to its
users and their everyday needs. Lion believes that transitioning to
all-electric vehicles will lead to major improvements in our
society, environment and overall quality of life.
About Northern Genesis Acquisition Corp.
Northern Genesis Acquisition Corp. (NYSE: NGA) is a special
purpose acquisition company formed for the purpose of effecting a
merger, stock exchange, acquisition, reorganization or similar
business combination with one or more businesses. The Northern
Genesis management team brings a unique entrepreneurial
owner-operator mindset and a proven history of creating shareholder
value across the sustainable power and energy value chain. Northern
Genesis is committed to helping the next great public company find
its path to success; a path which will most certainly recognize the
growing sensitivity of customers, employees and investors to
alignment with the principles underlying sustainability.
Important Information and Where to Find It
The Registration Statement filed by Lion Electric with the SEC
includes a preliminary prospectus relating to the registration of
the securities to be issued by Lion Electric to Northern Genesis’
stockholders in connection with the transaction, and a preliminary
proxy statement of Northern Genesis in connection with Northern
Genesis’ solicitation of proxies for the vote by its stockholders
with respect to the transaction and other matters as described in
the Registration Statement. After the Registration Statement has
been cleared by the SEC and declared effective, Northern Genesis
will mail a definitive proxy statement to its stockholders.
Investors and security holders of Northern Genesis and other
interested parties are urged to read the Registration Statement,
the preliminary proxy statement/prospectus and amendments thereto
and the definitive proxy statement/prospectus (the "Joint Proxy
Statement/Prospectus"), any amendments to the foregoing, and any
other documents filed with the SEC, when available, because they
will contain important information about Lion Electric, Northern
Genesis and the proposed business combination. Investors and
security holders of Northern Genesis may obtain free copies of the
Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Northern Genesis and Lion Electric
through the website maintained by the SEC at http://www.sec.gov or
by directing a request to: Northern Genesis Acquisition Corp., 4801
Main Street, Suite 1000, Kansas City, MO 64112 or (816) 514-0324.
The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Genesis and its directors and executive officers and
other persons may be deemed to be participants in the solicitations
of proxies from Northern Genesis’ stockholders in respect of the
proposed business combination. Lion Electric and its officers and
directors may also be deemed participants in such solicitation.
Information regarding Northern Genesis’ directors and executive
officers is available under the heading "Management" in its final
prospectus dated August 17, 2020 filed with the SEC on August 18,
2020 (the "IPO Prospectus"). Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
which may, in some cases, be different than those of their
stockholders generally, are contained in the Joint Proxy
Statement/Prospectus and will be contained in other relevant
materials to be filed with the SEC in connection with the proposed
business combination when they become available. Stockholders,
potential investors and other interested persons should read the
Joint Proxy Statement/Prospectus carefully when it becomes
available before making any voting or investment decisions. When
available, these documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval. No offer of securities, other
than with respect to the concurrent private placement of Lion
shares as described in the Registration Statement, shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this press release constitute "forward-looking
statements" (which shall include forward-looking information within
the meaning of Canadian securities laws) within the meaning of
Section 27A of the Securities Act. Forward-looking statements may
generally be identified by the use of words such as "believe,"
"may," "will," "continue," "anticipate," "intend," "expect,"
"should," "would," "could," "plan," "project," "potential," "seem,"
"seek," "future," "target" or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, although not all forward-looking
statements contain such identifying words. These forward-looking
statements include, but are not limited to, statements regarding
the transaction, including with respect to timing and closing
thereof and the ability to consummate the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Lion Electric’s and Northern Genesis’ management and are not
predictions of actual performance. Forward-looking statements
involve inherent risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
Lion Electric and Northern Genesis, and are based on a number of
assumptions, as well as other factors that Lion Electric and
Northern Genesis believe are appropriate and reasonable in the
circumstances, but there can be no assurance that such estimates
and assumptions will prove to be correct or that the Lion
Electric’s vision, business, objectives, plans and strategies will
be achieved. Many risks and uncertainties could cause Lion
Electric’s actual results, performance or achievements or future
events or developments to differ materially from those expressed or
implied by the forward-looking statements, including those factors
discussed in the Registration Statement and Northern Genesis’ IPO
Prospectus, as well as other documents filed or to be filed by Lion
Electric or Northern Genesis in accordance with applicable
securities laws. These factors are not intended to represent a
complete list of the factors that could affect Northern Genesis or
Lion Electric, and there may be additional risks that neither
Northern Genesis nor Lion Electric presently know or that Northern
Genesis and Lion Electric currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect Northern Genesis’ and Lion Electric’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Northern Genesis and Lion Electric
anticipate that subsequent events and developments will cause their
respective assessments to change. However, while Northern Genesis
and Lion Electric may elect to update these forward-looking
statements at some point in the future, Northern Genesis and Lion
Electric have no intention and undertake no obligation to do so
except as required by applicable law. These forward-looking
statements should not be relied upon as representing Northern
Genesis’ and Lion Electric’s assessments as of any date subsequent
to the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210104005149/en/
Lion Contacts: Patrick Gervais Lion Electric Vice
President of Marketing and Communications
Patrick.Gervais@thelionelectric.com 514-992-1060
LionElectricIR@icrinc.com LionElectricPR@icrinc.com
Northern Genesis Contact: Avi Das Investor Relations
Investors@northerngenesis.com 816-514-0324
Lion Electric (NYSE:LEV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Lion Electric (NYSE:LEV)
Historical Stock Chart
From Apr 2023 to Apr 2024