Northern Genesis Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Lion Electric
ENTERPRISE VALUE: $1.5 billion
ANTICIPATED SYMBOL: LEV
The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, announced today it intends to combine with Northern Genesis Acquisition Corp. (NYSE: NGA). Upon closing of the transaction, Lion is expected to be listed on the NYSE under the new ticker symbol “LEV”.
Founded in 2008, Lion is an established industry leader in all-electric medium and heavy-duty urban vehicles, with over 300 vehicles currently on the road and an impressive operational track record of over 6 million miles driven. Lion offers seven purpose-built electric truck and bus models available for purchase today and which are being delivered from its existing 2,500 vehicle per year manufacturing facility. With Lion buses on the road today and initial truck deliveries in process, Lion expects to quickly ramp up with 650 truck and bus deliveries planned for 2021. Over its coming four year planning horizon, Lion has identified 6,000 potential vehicle sales, approximately 2/3 trucks and 1/3 buses; the marketing plan is supported by over 300 purchase orders in hand and a growing sales pipeline.
The Merger is expected to be consummated in the fourth quarter of 2020 or first quarter of 2021 and is expected to remain listed on the New York Stock Exchange under a new ticker symbol, “LEV”.
TRANSACTION
The merger values Lion at an implied $1.505 billion pro forma enterprise value with $51M in convertible debt outstanding after the transaction. Deal expected to close in Q1 2021.
The combined company expects to receive approximately $494 million of proceeds of cash at closing, assuming no redemptions of Northern Genesis’ existing public stockholders, including a fully committed $200 million private placement of common stock (the “PIPE Offering”) at $10.00 per share backed by several new and existing strategic and institutional investors.
All existing Lion shareholders and management are retaining 100% of their equity in the combined company, and in some cases will increase their equity ownership by participating, together with certain Northern Genesis officers and directors, in the PIPE. Proceeds will be used to fund Lion’s growth strategy, including the planned expansion of the Company’s U.S. manufacturing capacity, continued development of advanced battery systems, the planned construction of a highly automated battery system assembly factory and other general corporate purposes
PIPE
- An aggregate of 20,000,000 shares of Northern Genesis Common Stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to Northern of $200,000,000
NOTABLE CONDITIONS TO CLOSING
- Completion of the PIPE Offering (minimum cash to close of $200M)
NOTABLE CONDITIONS TO TERMINATION
- By mutual written consent of the Company and Lion Electric
- By the Company or Lion Electric, if the Effective Time will not have occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”) (subject to extension for the duration of any increase in the HSR review period pursuant to a change in law)
LOCK-UP AGREEMENTS
- “Lock-up Period” means the period of time from the date hereof through and including the earliest of:
- (i) the day, if any, on which the BCA is terminated prior to and without the occurrence of the closing of the Merger(ii) solely with respect to Restricted Founder Securities, the earlier of (A) the day that is 365 days after the Effective Time; or (B) the day on which the last sales price of the Company Common Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like following the Effective Time) for any 20 trading days (whether or not consecutive) within any 30-trading day period commencing at least 150 days after the Effective Time
ADVISORS
- National Bank Financial, BMO Capital Markets and Roth Capital Partners, LLC are serving as financial advisors [to Lion].
- Stikeman Elliott LLP and Vinson & Elkins L.L.P. are serving as legal advisors to Lion.
- Barclays Capital Inc. is serving as exclusive M&A and capital markets advisor to Northern Genesis.
- Husch Blackwell and Borden Ladner Gervais LLP are serving as legal advisors to Northern Genesis.
- Barclays Capital Inc. is serving as lead placement agent and BMO Capital Markets and Roth Capital Partners, LLC are serving as placement agents.
- Mayer Brown LLP is serving as legal advisor to the lead placement agent.
MANAGEMENT & BOARD
Executive Officers
Michael Hoffman, 70
President
Mr. Hoffman is an active senior business professional. He is the founder of Stone Capital Partners, a private financing firm focused on energy infrastructure in North America and globally. Prior to founding Stone Capital Partners in 2018, Mr. Hoffman was a partner at Riverstone Holdings, a multi-billion private equity firm, from 2003 through 2018 where he was head of Riverstone’s Renewable Energy Funds and led the teams responsible for conventional power and energy investments. He has more than 30 years of experience in the origination and execution of global infrastructure investment and is committed to the concept of sustainable investing. From 1988 through 2003, Mr. Hoffman was Senior Managing Director and Head of the Mergers & Acquisitions advisory business of The Blackstone Group where he was a member of the Private Equity Investment Committee and the firm’s Executive Committee. Prior to Blackstone, Mr. Hoffman was Co-Head of Mergers & Acquisitions at Smith Barney & Co. Mr. Hoffman is Chairman of the Board of Onconova Therapeutics, Inc., an oncology company and Chairman of the Board of Annovis Bio, Inc., an Alzheimer’s development company. He also serves on the Board of Rockefeller University.
Ken Manget, 59
Chief Financial Officer and Director
From 2014 to 2019, Mr. Manget served as Global Head, Relationship Investing at the Ontario Teachers’ Pension Plan where he ran teams in Hong Kong, London and Toronto, and was responsible for a diversified portfolio of pre-IPO, public and private equity investments. After leaving Ontario Teachers’ Pension Plan, he has been active as a private investor and director of companies. From 2009 to 2014, Mr. Manget served as Head of Investment Banking at Desjardins Capital Markets. He started his career at Schlumberger, Inc. as a Field Engineer in Latin America. His finance background includes positions at: Salomon Brothers in London and New York (from 1986 to 1988), and at BMO Capital Markets in Toronto (from 1992 to 2009) where he had exposure to a broad range of capital markets/investment banking activities including: mergers & acquisitions, equities, fixed income, derivatives and securitization. Mr. Manget is a past board member of St. Joseph’s Health Centre Foundation, the Heart and Stroke Foundation, is currently a member of the Board of the Canadian Ditchley Foundation, and serves an alumnus volunteer for Harvard University. He also currently serves on the Board of NASDAQ listed Organigram Holdings Inc. (NASDAQ: OIG) where he is a member of the audit, compensation and investment committees. He holds a Mechanical Engineering degree from the University of Toronto, a M.B.A from the Harvard Business School, and an ICD.D designation granted by the Institute of Corporate Directors, at the University of Toronto.
Board of Directors
Christopher Jarratt, 61
Director and Non-Executive Chairman
Mr. Jarratt is an active senior business professional. In 1988, he co-founded APCI, a private independent power developer formed in 1988 which was the predecessor organization to Algonquin Power & Utilities Corp. (TSX: AQN and NYSE: AQN), a publicly listed company traded on the TSX and NYSE, and has served as Executive Vice Chair for Algonquin Power & Utilities Corp. since October 2009. Mr. Jarratt brings more than 30 years of experience in the origination, development and operations of global infrastructure investment initiatives and is committed to the concept of best of class governance and sustainable investing. Mr. Jarratt currently serves on the Board of Directors of Atlantica Sustainable Infrastructure plc (formerly Atlantica Yield plc). Mr. Jarratt is a professional engineer and holds an engineering degree specializing in water resources from the University of Guelph. In addition, Mr. Jarratt holds the designation of Chartered Director from McMaster University.
Ian Robertson, 60
Director and Vice-Chair
Mr. Robertson served for a short time from May 2020 until June 2020 as our Chief Executive Officer, Secretary and Treasurer. Mr. Robertson is an active senior business professional and currently leads InfraStar Investments, an infrastructure investment fund management company. Mr. Robertson co-founded APCI in 1988 and previously served as Chief Executive Officer and Director of Algonquin Power & Utilities Corp. from October 2009 through July 2020. During his leadership tenure, Algonquin grew to become one of Canada’s largest power and utilities companies, serving regulated electricity, natural gas and water utility customers in the United States and Canada and owning and operating a large portfolio of global renewable wind and solar powered generation capacity. He has more than 30 years of experience in the origination and execution of global infrastructure investment initiatives and is committed to the concept of sustainable investing. Mr. Robertson previously served on the Board of Directors of Atlantica Yield plc (NASDAQ: AY), a publicly listed affiliate of Algonquin traded on the NASDAQ exchange. Mr. Robertson received an electrical engineering degree from the University of Waterloo, a Master of Business Administration from York University, and a Master of Law from the Law School of the University of Toronto. He is a professional engineer and holds a Chartered Financial Analyst designation.
Paul Dalglish, 61
Director and Non-Executive Chairman
Mr. Dalglish is an experienced operations and information technology executive, specializing in the design and delivery of systems providing operational excellence. Mr. Dalglish brings global experience in the delivery of technology-enabled transformations with global clients and has led large global employee and contractor teams. He has led business development and contract negotiation teams for large outsourcing contracts. Since June 2019, Mr. Dalglish has served as Vice President of Operations for JANA Corporation, a utility services company providing risk assessment programs to the North American natural gas industry. From 2016 to August 2019, Mr. Dalglish served as President of Hibernia Solutions Inc., a provider of pre- and post-acquisition support to utilities and utility-related companies. From 2008 to 2015, Mr. Dalglish was with Serco Canada Inc., a multi-national government outsourcing company, initially serving as a Managing Director of its subsidiary Serco-DES Inc. and later serving as its President. Previously, Mr. Dalglish focused on the acquisition and integration of new businesses on behalf of Accenture’s utility outsourcing business. Mr. Dalglish previously served on the Board of Directors and Audit Committee for AirSource Power Fund I LP, a publicly listed renewable energy company and currently sits on the Boards of several not-for-profit organizations. Mr. Dalglish has been accredited as a Chartered Director by McMaster University, holds a Professional Engineer designation through his Bachelor of Science from the University of Waterloo and has been awarded a Master of Business Administration from the University of Western Ontario.
Robert Schaefer, 54
Director
Mr. Schaefer is an active business professional. Since 2017, he has served as the Executive Vice President and Chief Financial Officer for the Ascendant Group Limited, the parent of Bermuda Electric Company. Mr. Schaefer is an executive with a track record of repositioning and growing businesses through his experience leading business units, undertaking mergers and acquisitions and completing finance transactions in Bermuda, Canada, U.S. and Europe. Mr. Schaefer has been responsible for significant capital deployment in growth investments, negotiation of long-term contract restructurings and company sales and acquisitions. From 2015 to 2017, Mr. Schaefer led the strategic restructuring of Maxim Power Corp. including the successful divestiture of European and US power businesses. From 2008 through 2015, Mr. Schaefer was responsible for TransAlta Corporation’s energy marketing business unit and business development activities. Mr. Schaefer holds a Bachelors of Commerce from the University of Calgary and is a member of the Institute of Chartered Accountants of Alberta and Bermuda.
Brad Sparkes, 49
Director
Mr. Sparkes is an active senior business professional. He co-founded and has served as President and Chief Executive Officer for BowArk Energy Ltd, a wind energy developer, since September 2003. Since its inception, BowArk has successfully developed a number of renewable energy projects across Canada. Mr. Sparkes previously held the position of Chief Financial Officer and Director for AirSource Power Fund LP which successfully completed the construction of the St. Leon Wind Energy Facility. Prior to BowArk, Mr. Sparkes gained extensive experience in developing and financing power projects across North America. From 2000 to 2003, Mr. Sparkes was Director of Business Development of Calpine Canada where he led its acquisitions and development team focusing on the natural gas-fired energy sector successfully developing and financing a number of projects in the North American energy sector. Prior to joining Calpine, he was a member of TransAlta Energy Corporation’s business development team from 1996 to 2000, also focusing on natural gas-fired energy sector in Canada. Mr. Sparkes holds an Engineering degree from the University of Calgary.