KANSAS CITY, Mo. and
MONTREAL, March 24, 2021 /CNW Telbec/ - Northern Genesis
Acquisition Corp. (NYSE: NGA), a publicly traded special purpose
acquisition company ("Northern Genesis"), and Lion Electric, an
innovative manufacturer of zero-emission vehicles, announced today
that Lion Electric's registration statement on Form F-4 (File No.
333-251847), relating to the previously announced business
combination, has been declared effective by the U.S. Securities and
Exchange Commission. Northern Genesis has commenced mailing
of the definitive proxy statement/prospectus relating to the
Special Meeting of the Stockholders of Northern Genesis (the
"Special Meeting").
The Special Meeting to approve the pending business combination
is scheduled to be held on Friday, April 23,
2021, at 10:00 a.m., Eastern
time. The Special Meeting will be completely virtual
and conducted via live webcast. Holders of Northern Genesis' shares
of Common Stock at the close of business on the record date of
March 18, 2021 are entitled to notice
of the virtual Special Meeting and to vote at the virtual Special
Meeting.
If the proposals at the Special Meeting are approved, the
parties anticipate that the business combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
Northern Genesis stockholders who need assistance voting or have
questions regarding the Special Meeting may contact Northern
Genesis' proxy solicitor, D.F. King & Co., Inc., by telephone
at (888) 605-1958 or by email nga@dfking.com. For assistance
in French, stockholders may call (866) 822-1243 or email
nga-fr@astfinancial.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.
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.
Important Information and Where to Find It
In connection with the proposed business combination, Lion Electric
filed a registration statement on Form F-4 with the SEC that was
declared effective on March 24, 2021
(the "Registration Statement"), which includes a proxy statement of
Northern Genesis and a prospectus of Lion Electric. The
Registration Statement has been declared effective by the SEC and
the definitive proxy statement/prospectus has been mailed out to
Northern Genesis' stockholders. Investors and security holders of
Northern Genesis and other interested parties are urged to read the
Registration Statement 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 and other documents filed with the SEC by
Northern Genesis and Lion Electric through the website maintained
by the SEC at 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 "Directors and Executive
Officers" in its Annual Report on Form 10-K which was filed with
the SEC on March 9, 2021. 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 before
making any voting or investment decisions. 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 Joint Proxy
Statement/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.
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SOURCE The Lion Electric Co.