Readers are referred to the section "Forward-Looking Statements"
at the end of this release.
All figures are expressed in Canadian dollars unless otherwise
noted.
MONTRÉAL, Nov. 30, 2020 /CNW
Telbec/ - 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% [1].
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.
About Lion
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.
[1]
|
As of the close of
business on November 27, Power Corporation's net asset value per
share (a non-IFRS measure) was $40.30, based on September 30, 2020
net asset value per share updated for market values of publicly
listed operating companies at November 27, 2020.
|
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell any securities.
Non-IFRS Financial Measure
Net asset value is commonly used by holding companies to
determine their value. Net asset value is the fair value of Power
Corporation's non-consolidated assets less its net debt and
preferred shares. The investments held in public entities
(including Lifeco, IGM and GBL (through Parjointco)) are measured
at their market value and investments in private entities and
investment funds are measured at management's estimate of fair
value. This measure presents the fair value of the net assets
of the holding company to management and investors and assists the
reader in determining the value of the holding company. Refer to
the "Non-IFRS Measures and Presentation" section of the
Corporation's most recent Management's Discussion and Analysis for
the definition of non-IFRS financial measures and their
reconciliation with IFRS financial measures.
Forward-Looking Statements
Certain statements in this news release, other than statements
of historical fact, are forward-looking statements based on certain
assumptions and reflect the Corporation's current expectations.
Forward-looking statements are provided to present information
about management's current expectations and plans relating to the
future and the reader is cautioned that such statements may not be
appropriate for other purposes. These statements may include,
without limitation, statements regarding the Proposed Transaction,
including with respect to the timing and closing thereof, the
benefits of the Proposed Transaction, the private placement of
common shares in the capital of the Combined Company, the pro forma
implied market capitalization of the Combined Company, the net cash
proceeds to be received by the Combined Company in connection with
the Proposed Transaction and the uses thereof, the listing of Lion
on the NYSE and the interest of Power Sustainable in the Combined
Company and the operations, business, financial condition, expected
financial results, performance, prospects, opportunities,
priorities, targets, goals, ongoing objectives, strategies and
outlook of the Corporation. Forward-looking statements include
statements that are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expects",
"anticipates", "plans", "believes", "estimates", "seeks",
"intends", "targets", "projects", "forecasts" or negative versions
thereof and other similar expressions, or future or conditional
verbs such as "may", "will", "should", "would" and "could".
By its nature, this information is subject to inherent risks and
uncertainties that may be general or specific and which give rise
to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors, many of
which are beyond the Corporation's and its subsidiaries' control,
affect the operations, performance and results of the Corporation
and its subsidiaries and their businesses, and could cause actual
results to differ materially from current expectations of estimated
or anticipated events or results. These factors include, but are
not limited to: the impact or unanticipated impact of general
economic, political and market factors in North America and internationally,
fluctuations in interest rates, inflation and foreign exchange
rates, monetary policies, business investment and the health of
local and global equity and capital markets, management of market
liquidity and funding risks, risks related to investments in
private companies and illiquid securities, risks associated with
financial instruments, changes in accounting policies and methods
used to report financial condition (including uncertainties
associated with significant judgments, estimates and assumptions),
the effect of applying future accounting changes, business
competition, operational and reputational risks, technological
changes, cybersecurity risks, changes in government regulation and
legislation, changes in tax laws, unexpected judicial or regulatory
proceedings, catastrophic events, manmade disasters, terrorist
attacks, wars and other conflicts, or an outbreak of a public
health pandemic or other public health crises, the Corporation's
and its subsidiaries' ability to complete strategic transactions,
integrate acquisitions and implement other growth strategies, and
the Corporation's and its subsidiaries' success in anticipating and
managing the foregoing factors.
The reader is cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking statements. Information contained in
forward-looking statements is based upon certain material
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including, without limitation, management's
perceptions of historical trends, current conditions and expected
future developments, as well as other considerations that are
believed to be appropriate in the circumstances, including that the
list of factors in the previous paragraph, collectively, are not
expected to have a material impact on the Corporation and its
subsidiaries. While the Corporation considers these assumptions to
be reasonable based on information currently available to
management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law,
the Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the
Corporation's business and material factors or assumptions on which
information contained in forward-looking statements is based is
provided in its disclosure materials, including its most recent
Management's Discussion and Analysis and Annual Information Form,
filed with the securities regulatory authorities in Canada and available at www.sedar.com.
SOURCE Power Corporation of Canada