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
Northern
Genesis Acquisition Corp. Announces Filing by The Lion Electric Company of a Preliminary Registration Statement on SEC Form F-4
in Connection with their Proposed Business Combination
Kansas City, January 4, 2021 –
Northern Genesis Acquisition Corp. (NYSE: NGA, NGA-WT, and NGA-UN) (“Northern Genesis”) announced that on December
31, 2020, The Lion Electric Company (“Lion Electric” or “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.
National Bank Financial, BMO Capital
Markets and Roth Capital Partners, LLC are serving as financial advisors, and Stikeman Elliott LLP and Vinson & Elkins L.L.P.
are serving as legal advisors to Lion Electric. Barclays Capital Inc. is serving as exclusive M&A and capital markets advisor,
and Husch Blackwell and Borden Ladner Gervais LLP are serving as legal advisors to Northern Genesis.
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.
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.
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://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 “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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201217005300/en/
Contacts
Lion Contact:
Patrick Gervais
Lion Electric
Vice President of Marketing and Communications
Patrick.Gervais@thelionelectric.com
514-992-1060
LionElectricIR@icrinc.com
Northern Genesis Contact:
Avi Das
Investor Relations
Investors@northerngenesis.com
816-514-0324
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