The Lion Electric Company, a Power Corporation Investment, Announces Merger Agreement with Northern
Montréal, Québec, November 30, 2020 – The Lion Electric Company (“Lion”), a company in which Power Sustainable Capital (“Power Sustainable”), a wholly owned subsidiary of Power Corporation of Canada (“Power Corporation” or the “Corporation”), is the largest indirect shareholder, today announced it intends to combine (the “Proposed Transaction”) with Northern Genesis Acquisition Corp. (“Northern Genesis”). Northern Genesis (NYSE: NGA) is a publicly traded special purpose acquisition company focused on a commitment to sustainability and strong alignment with environmental, social and governance principles. Upon closing of the Proposed Transaction, a wholly owned subsidiary of Lion will merge with Northern Genesis, and as a result Lion is expected to be listed on the New York Stock Exchange (NYSE) under the new ticker symbol “LEV” (the “Combined Company” or “Lion (LEV)”). The Proposed Transaction also includes a US$200 million committed private placement of common shares of Lion (LEV). The pro forma implied market capitalization of Lion (LEV) is US$1.9 billion, assuming completion of the private placement and that no public stockholders of Northern Genesis exercise their redemption rights.
Power Sustainable currently holds a 44.2% equity interest in Lion and certain call rights to acquire additional shares from certain existing shareholders of Lion. Power Sustainable is expected to participate in the private placement for an additional US$17 million ($22 million) and will pro forma hold 31.4%, on a diluted basis, of Lion (LEV)’s common equity after closing of the Proposed Transaction, assuming the exercise of certain of its call rights and no redemptions from Northern Genesis public stockholders. At a post-money equity valuation for Lion (LEV) of US$1.9 billion, the Corporation’s investment in Lion will have a fair value of $812 million. This will result in an increase in Power Corporation’s net asset value of $737 million, representing $1.09 per share or 2.7% .
In connection with the Proposed Transaction, Lion (LEV) is expected to receive approximately US$500 million of cash proceeds, net of transaction costs, comprised of US$200 million from the private placement and approximately US$320 million of cash held in trust by Northern Genesis, assuming no redemptions from Northern Genesis public stockholders. These net cash proceeds will be used to fund, among other things, Lion’s growth strategy, including the planned construction of a state-of-the-art U.S.-based vehicle manufacturing facility, the continued development of advanced battery systems and the planned construction of a highly automated battery factory. Completion of the Proposed Transaction is subject to customary closing conditions, including the approval of the stockholders of Northern Genesis, and is expected to occur in the first quarter of 2021. Additional details of the Proposed Transaction are disclosed in the joint press release of Lion and Northern Genesis from earlier today at https://pages.thelionelectric.com/lev.
Lion 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 markets. Lion is a North American leader in electric transportation and designs, builds, and assembles all of 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. For more information, visit www.TheLionElectric.com.
About Power Sustainable Capital
Power Sustainable is a global multi-platform alternative asset manager with investments in sustainable strategies and offices in Montréal, Toronto, and Shanghai. Power Sustainable is currently comprised of two platforms: the Pacific platform invests in the China equity markets, seeking high-quality, sustainable business models with a fundamentals-based, research-driven investment process; and the Energy platform invests in the development, construction and operations of renewable energy infrastructure assets in North America. Power Sustainable leverages its investment capabilities and those of its partners to build projects of significance that benefit the planet, assure steady growth and create long-term value. Power Sustainable is a wholly owned subsidiary of Power Corporation. For more information, visit www.PowerSustainable.com.
About Power Corporation
Power Corporation is an international management and holding company that focuses on financial services in North America, Europe and Asia. Its core holdings are leading insurance, retirement, wealth management and investment businesses, including a portfolio of alternative asset investment platforms. To learn more, visit www.PowerCorporation.com.