Filed
by Northern Genesis Acquisition Corp.
pursuant
to Rule 425 of the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12
under
the Securities and Exchange Act of 1934, as amended
Subject Company:
Northern
Genesis Acquisition Corp.
Commission
File No. 001-39451
For
immediate release
Autobus
Séguin Turns to Electrification with Order of 60 Lion Electric Buses
Order
for 60 LionC buses is the largest order for all-electric school buses yet from a North American operator
SAINT-JÉRÔME,
Québec, January 19, 2021 — Northern Genesis Acquisition Corp. (NYSE: NGA) announces that its proposed business
combination partner, Lion Electric (Lion), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, and Autobus
Groupe Séguin (Autobus Séguin), a transportation operator headquartered in Laval, Quebec, announced the signing
of an order for the acquisition of 60 zero-emission LionC electric school buses over a five-year period. Autobus Séguin
will integrate the all-electric buses into the company’s current fleet of vehicles, one of the largest in Quebec. This milestone
order is the single largest to date in the electric school bus industry in North America. The first 10 buses will be delivered
throughout the 2021 calendar year, and will be used from the start of the 2021-2022 school year, through the seven service centers
operated by Autobus Séguin. Subject to continued satisfaction of certain conditions, the remaining 50 buses will be delivered
through 2026.
“We
are happy to continue the pioneering tradition established at Autobus Séguin by participating in this current wind of change,
and by making this important shift towards the electrification of school transportation. Lion Electric, which will assist us in
the transition and integration of these new buses, is an ideal partner for the success of this project. Ultimately, our ambition
is to electrify our entire fleet of more than 310 school buses by 2030,” said Stéphane Boisvert, President at Autobus
Groupe Séguin.
“Autobus
Séguin is showing its clear leadership in migrating to electrification, and this initiative serves as proof that it is
possible for fleet operators to electrify a large number of vehicles. We are happy to support the Autobus Séguin team,
thus optimizing the success of the transition to emission-free school transportation, for the benefit of children’s health and
safety,” said Marc Bedard, CEO and Founder of Lion Electric.
A
school bus emits 23 tons of greenhouse gases (GHG) per year on average. With this initiative, 1,380 tons of GHG per year will
be eliminated by Autobus Séguin.
About
Lion Electric
Lion
Electric 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 vehicles’ 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.
Transaction
with Northern Genesis
On
December 31, 2020, 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.
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.
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://sec.report 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.
###
Contacts
Lion
Electric Contact:
Patrick
Gervais
Vice
President of Marketing and Communications
Patrick.Gervais@thelionelectric.com
514-992-1060
Northern
Genesis Contact:
Investor Relations
Investors@northerngenesis.com
816-514-0324
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