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
Lion Electric to Bring Zero Emission
School Buses to California’s Largest School District
MONTREAL, February 25, 2021 – Northern
Genesis Acquisition Corp. (NYSE :NGA) announces that its proposed business combination partner: Lion Electric (Lion),
an innovative manufacturer of zero-emission vehicles, today announced that it has secured an order for its all-electric school
buses from the Los Angeles Unified School District (LAUSD). This initial order of 10 LionC school buses, which follows Lion’s
recent delivery of all-electric school buses to the Twin Rivers Unified School District in Sacramento, further solidifies Lion’s
leadership in zero-emission school buses in California and North America.
“LAUSD is possibly the most well-known school district
in the United States, and we are pleased to have been chosen as a key partner in their journey toward zero-emission school bus
operations,” said Marc Bedard, CEO and Founder of Lion Electric. “These all-electric buses signify the district’s
commitment to improving the local environment and the health of its communities, and we are confident that they will meet and exceed
the expectations of the operators and students.”
LAUSD is the second largest school district in the United States,
serving over 600,000 students in kindergarten through twelfth grade at over 1,000 schools. The district’s boundaries stretch
across 720 square miles and include the City of Los Angeles as well as all or parts of 31 municipalities and several unincorporated
regions of Southern California.
Lion collaborated closely with the district in order to ensure
its buses met the unique requirements posed by its large and diverse footprint. Each LionC bus purchased has a range of 155 miles
on a single charge and incorporates an integrated wheelchair lift. Lion will also provide support and training to LAUSD from its
recently opened Experience Center in the region, located in Alhambra, California. The buses are expected to be delivered in spring
2021.
The electric buses were funded in part by the California Energy
Commission’s (CEC) School Bus Replacement Program, and Lion collaborated closely with LAUSD to add additional options to
the base CEC specification to accommodate the unique needs of its routes. Under the program, Lion was awarded five out of the six
available categories after extensive evaluations of EV drive system technical specifications, real-world deployments and Original
Equipment Manufacturer (OEM) EV capabilities. The CEC ranked Lion not only as the highest performing manufacturer in its technical
evaluation, but also the manufacturer with the most cost-competitive bid.
The
Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC,
J7Y 5G2
450 432-5466 |1 855 546-6706
thelionelectric.com
Over the last decade, Lion has established itself
as a leader in the all-electric school bus industry, having delivered over 300 all-electric school buses in North America with
over 6 million miles driven since 2016. Lion’s vehicles are distributed and serviced through the company’s network
of Experience Centers, including two locations in California along with facilities in New York, Washington, Florida and Arizona.
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.
Lion Electric, The Bright Move
Thelionelectric.com
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 November 30,
2020, Lion announced that it had entered into a business combination agreement and plan of reorganization pursuant to which, subject
to the satisfaction of customary closing conditions, a wholly-owned subsidiary of Lion will merge with Northern Genesis Acquisition
Corp. (NYSE: NGA), a publicly traded special purpose acquisition company focused on a commitment to sustainability and strong alignment
with environmental, social and governance principles. On December 31, 2020, Lion filed with the U.S.
Securities and Exchange Commission (“SEC”) a preliminary registration statement on Form F-4 (as amended, the “Registration
Statement”), which includes a preliminary proxy statement of Northern Genesis, in connection with their proposed business
combination.
The
Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC,
J7Y 5G2
450 432-5466 |1 855 546-6706
thelionelectric.com
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.
The
Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC,
J7Y 5G2
450 432-5466 |1 855 546-6706
thelionelectric.com
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.
###
The
Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC,
J7Y 5G2
450 432-5466 |1 855 546-6706
thelionelectric.com
Contacts:
LION ELECTRIC
MEDIA
Patrick Gervais
Vice President of Marketing and Communications
Patrick.Gervais@thelionelectric.com
514-992-1060
INVESTORS
Isabelle Adjahi
Vice President, Investor Relations and Sustainable Development
450-432-5466, extension 171
LionElectricIR@icrinc.com
LionElectricPR@icrinc.com
Northern Genesis Contact:
Investor Relations
Investors@northerngenesis.com
816-514-0324
The
Lion Electric Co 921, chemin de la Rivière-du-Nord, Saint-Jérôme, QC,
J7Y 5G2
450 432-5466 |1 855 546-6706
thelionelectric.com
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