MILWAUKEE, April 18,
2022 /PRNewswire/ -- Harley-Davidson, Inc.
("Harley-Davidson") (NYSE: HOG) today announces that, on completion
of the merger with AEA-Bridges Impact Corp. ("ABIC"), Kjell Gruner and William
(Bill) Cornog will join the Board of Directors of LiveWire
Group, Inc. ("LiveWire"), along with Dr. John Garcia, Jochen
Zeitz and three additional Harley-Davidson executives.
Jochen Zeitz, Chairman,
President and CEO of Harley-Davidson:
"With LiveWire soon to be the first publicly traded EV motorcycle
company in the U.S., I'm excited that Kjell and Bill will be
joining the LiveWire Board. Both Kjell and Bill bring a wealth of
experience as leaders that will benefit LiveWire on its journey to
be the ultimate electric motorcycle brand in the world, leading the
electrification of the sport."
Kjell Gruner, Chief Executive
Officer of Porsche Cars North America, brings extensive automotive
and brand strategy experience to the board that will help LiveWire
lead in electric. Gruner served as the Chief Marketing Officer of
Porsche from September 2010 to
October 2020 and as Director of
Strategy Mercedes-Benz Cars for Daimler from 2004 to 2010. Gruner
earned a Masters from Karlsruhe Institute of Technology and a PhD
scl in Marketing from WHU – Otto Beisheim
School of Management.
Bill Cornog, Managing Partner of
KKR Capstone, brings proven experience in sustainability and
operations to the LiveWire board. Cornog joined KKR Capstone, KKR's
portfolio operations team, in 2002 and also serves as a member of
KKR's Americas, EMEA, APAC, Infrastructure, TMT Growth Portfolio
Management, Investment & Distribution and Valuation Committees.
Prior to joining KKR, Cornog was with Williams Communications Group
as the Senior Vice President and General Manager of Network
Services. Prior to that, Cornog was a partner at The Boston
Consulting Group. Cornog currently is a director at Channel Control
Merchants, Genesis Care and Laureate
Education, all of which are KKR portfolio companies, Laureate being
a public company since 2017. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School.
Announced LiveWire Board Members:
As announced in December, Zeitz will serve as Chairman of the
Board, and as Acting CEO of LiveWire for up to two years following
completion of the merger, bringing extensive learnings in the EV
sector.
Representing ABIC, Dr. John
Garcia, Chairman and Co-Chief Executive Officer of ABIC will
serve on the LiveWire Board of Directors. Dr. Garcia also serves as
Executive Chairman of AEA Investors LP ("AEA") and, over his 20
plus year of leadership at AEA, has a long history of partnering
with institutional investors and helping entrepreneur and
family-led businesses maximize their potential and meet their
long-term goals.
Harley-Davidson executives Gina
Goetter, Chief Financial Officer, Edel O'Sullivan, Chief Commercial Officer, and
Bryan Niketh, SVP Motor Company
Product and Operations, will also serve on the LiveWire Board of
Directors.
About LiveWire:
Building on a 10-year journey within Harley-Davidson and
established as a separate division in 2019, LiveWire is an industry
leading, all-electric motorcycle brand with a focus on the urban
market, and a mission to pioneer the electric motorcycle space and
beyond. As a pure-play EV brand with first-mover advantage,
LiveWire has brand presence in North
America and Europe, with
planned expansion into additional markets including Asia. LiveWire has a deep track record of
R&D investments and a clearly defined strategy to capture
increasing market share and consumer adoption in the growing
two-wheel EV transition, following significant investment to date,
and a clear path to attractive long-term profitability. Learn more
at www.livewire.com
About Harley-Davidson:
Harley-Davidson, Inc. is the parent company of Harley-Davidson
Motor Company and Harley- Davidson Financial Services. Our vision:
Building our legend and leading our industry through innovation,
evolution and emotion. Our mission: More than building machines, we
stand for the timeless pursuit of adventure. Freedom for the soul.
Since 1903, Harley-Davidson has defined motorcycle culture with an
expanding range of leading-edge, distinctive and customizable
motorcycles in addition to riding experiences and exceptional
motorcycle accessories, riding gear and apparel. Harley-Davidson
Financial Services provides financing, insurance and other programs
to help get Harley-Davidson riders on the road. Learn more at
www.harley-davidson.com.
Forward-Looking Statements Legend
This communication may contain a number of "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include information
concerning Harley-Davidson's, LiveWire EV LLC ("LiveWire")'s or
ABIC's possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry
environment, potential growth opportunities and the effects of
regulation, including whether the proposed business combination
between LiveWire and ABIC (the "Business Combination") will
generate returns for shareholders. These forward-looking statements
are based on Harley-Davidson's, LiveWire's or ABIC's management's
current expectations, estimates, projections and beliefs, as well
as a number of assumptions concerning future events. When used in
this communication, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Harley-Davidson's, LiveWire's or
ABIC's management's control, that could cause actual results to
differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination; (b)
the outcome of any legal proceedings that may be instituted against
Harley- Davidson, LiveWire, ABIC or others following the
announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the
Business Combination due to the failure to obtain approval of the
shareholders of ABIC, to obtain financing to complete the Business
Combination or to satisfy other conditions to closing; (d) changes
to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; (e) the ability to meet the applicable
stock exchange listing standards following the consummation of the
Business Combination; (f) the inability to complete the private
placement transactions or the backstop facility contemplated by the
Business Combination Agreement and related agreements, as
applicable; (g) the risk that the Business Combination disrupts
current plans and operations of LiveWire or its subsidiaries as a
result of the announcement and consummation of the transactions
described herein; (h) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of LiveWire to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (i)
costs related to the Business Combination; (j) changes in
applicable laws or regulations, including legal or regulatory
developments (including, without limitation, accounting
considerations) which could result in the need for ABIC to restate
its historical financial statements and cause unforeseen delays in
the timing of the Business Combination and negatively impact the
trading price of ABIC's securities and the attractiveness of the
Business Combination to investors; (k) the possibility that
Harley-Davidson, LiveWire and ABIC may be adversely affected by
other economic, business, and/or competitive factors; (l) Harley-
Davidson's ability to execute its business plans and strategies,
including The Hardwire; (m) LiveWire's estimates of expenses and
profitability and (n) other risks and uncertainties indicated from
time to time in the final prospectus of ABIC, including those under
"Risk Factors" therein, and other documents filed or to be filed
with the Securities and Exchange Commission ("SEC") by Harley-
Davidson, LiveWire Group, Inc. ("HoldCo") or ABIC. You are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Harley-Davidson, LiveWire, HoldCo
and ABIC assume no obligation and, except as required by law, do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Harley-Davidson, LiveWire, HoldCo nor ABIC gives
any assurance that either LiveWire or ABIC will achieve its
expectations.
Additional Information and Where to Find It
In connection with the Business Combination, HoldCo and ABIC have
filed on February 7, 2022, a
registration statement on Form S-4 (File No. 333-262573) (as may be
amended from time to time, the "Registration Statement") as co-
registrants that includes a preliminary proxy statement/prospectus
of ABIC and a preliminary prospectus of HoldCo, and after the
Registration Statement is declared effective, ABIC will mail a
definitive proxy statement/prospectus relating to the Business
Combination to ABIC's shareholders. The Registration Statement,
including the proxy statement/prospectus contained therein, when
declared effective by the SEC, will contain important information
about the Business Combination and the other matters to be voted
upon at a meeting of ABIC's shareholders to be held to approve the
Business Combination (and related matters). This communication does
not contain all the information that should be considered
concerning the Business Combination and other matters and is not
intended to provide the basis for any investment decision or any
other decision in respect of such matters. Harley-Davidson, HoldCo
and ABIC may also file other documents with the SEC regarding the
Business Combination. ABIC shareholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the Business Combination, as these materials will contain
important information about Harley-Davidson, LiveWire, HoldCo, ABIC
and the Business Combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the Business Combination will be
mailed to ABIC shareholders as of a record date to be established
for voting on the Business Combination. Shareholders will also be
able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed or that will be filed with the SEC by ABIC
through the website maintained by the SEC at www.sec.gov, or by
directing a request to AEA-Bridges Impact Corp., PO Box 1093,
Boundary Hall, Cricket Square, Grand
Cayman KY1-1102 Cayman
Islands.
Participants in Solicitation
Harley-Davidson, LiveWire, ABIC and their respective directors and
officers may be deemed participants in the solicitation of proxies
of ABIC shareholders in connection with the Business Combination.
ABIC shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of ABIC. A description of their interests in ABIC is
contained in ABIC's final prospectus related to its initial public
offering, dated October 1, 2021 and
in ABIC's subsequent filings with the SEC. Information regarding
the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to ABIC shareholders in connection with the
Business Combination and other matters to be voted upon at the ABIC
shareholder meeting is set forth in the Registration Statement.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the Business
Combination is included in the Registration Statement. You may
obtain free copies of these documents as described in the preceding
paragraph.
Filed by LiveWire Group, Inc. Pursuant to Rule
425 Under the Securities Act of 1933 And
Deemed Filed Pursuant to Rule 14a-12 Under
the Securities Exchange Act of 1934 Subject
Company: Harley-Davidson, Inc. AEA-Bridges
Impact Corp.
Commission File No.: 001-09183
Date: April 18, 2022
### (HOG-F)
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SOURCE Harley-Davidson, Inc.