The Lion Electric Company (NYSE: LEV) (TSX: LEV) ("Lion" or the
"Company"), a leading manufacturer of all-electric medium and
heavy-duty urban vehicles, today announced the launch of a marketed
public offering of units (the "Units") in the United States and
Canada (the "Offering").
Each Unit will consist of one common share in
the capital of the Company (each a "Unit Share") and one common
share purchase warrant (each a "Warrant"). Each whole Warrant will
entitle the holder thereof to acquire one common share in the
capital of the Company (each a "Warrant Share") at an exercise
price to be determined in the context of the market for a period of
five (5) years following the closing of the Offering.
B. Riley Securities, Inc. and National Bank
Financial Inc. are acting as joint bookrunners for the Offering
(the "Underwriters"). The Offering will be priced in the context of
the market with the price, total size and other final terms of the
Offering to be determined at the time of entering into an
underwriting agreement for the Offering.
Under the terms of the underwriting agreement,
the Company will also grant the Underwriters an over-allotment
option, exercisable for a period of 30 days from the date of the
closing of the Offering, to purchase additional Units representing
in the aggregate up to 15% of the total number of Units to be sold
pursuant to the Offering.
In connection with the closing of the Offering,
Power Sustainable Capital Inc., through its wholly-owned subsidiary
Power Energy Corporation ("PEC"), has indicated an interest in
purchasing Units at the offering price, representing an aggregate
purchase price of approximately US$25 million. Because this
indication of interest is not a binding agreement or commitment to
purchase, the Underwriters may determine to sell more, fewer or no
Units to PEC, or PEC may determine to purchase more, fewer or no
Units in the Offering.
The Company intends to use the net proceeds of
the Offering to strengthen its financial position, and allow it to
continue to pursue its growth strategy, including the Company's
capacity expansion projects in Joliet, Illinois and Mirabel,
Québec.
Closing of the Offering will be subject to a
number of customary conditions, including the entering into of the
definitive underwriting agreement, the listing of the Unit Shares
issuable by the Company as part of the Offering on the New York
Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX"), and
any required approvals of the NYSE and the TSX. The Company has
applied to list the Unit Shares, the Warrant Shares and the
Warrants on the NYSE and the TSX. Listing will be subject to the
Company fulfilling all of the listing requirements of the NYSE and
the TSX, including, in respect of the Warrants, distribution of the
Warrants to a minimum number of public securityholders.
In connection with the Offering, the Company
will file a preliminary prospectus supplement to its short form
base shelf prospectus dated June 17, 2022 (the "base shelf
prospectus"). The preliminary prospectus supplement will be filed
with the securities regulatory authorities in each of the provinces
and territories of Canada, and with the U.S. Securities and
Exchange Commission (the "SEC") and, once filed, will form a part
of the registration statement filed with the SEC on Form F-10 under
the U.S.-Canada multijurisdictional disclosure system (MJDS) that
is currently effective. The Offering will be made in Canada only by
means of the base shelf prospectus and preliminary prospectus
supplement and in the United States only by means of the
registration statement, including the base shelf prospectus and
preliminary prospectus supplement. Such documents contain important
information about the Offering. Copies of the base shelf
prospectus, and the preliminary prospectus supplement when
available, can be found on SEDAR at www.sedar.com and a copy of the
registration statement, including the base shelf prospectus and the
preliminary prospectus supplement when available, can be found on
EDGAR at www.sec.gov. Copies of such documents may also be obtained
from any of the following sources: B. Riley Securities, Inc., Attn:
Prospectus Department, 1300 17th Street North, Suite 1300,
Arlington, VA 22209, telephone: (703) 312-9580 or by emailing
prospectuses@brileyfin.com; or National Bank Financial Inc., 130
King Street West, 4th Floor Podium, Toronto, ON M5X 1J9, telephone
(416) 869-6534 or by emailing ecm-origination@nbc.ca.
Prospective investors should read the base shelf
prospectus and the preliminary prospectus supplement as well as the
registration statement before making an investment decision.
No securities regulatory authority has
either approved or disapproved the contents of this press release.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
Units in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction.
ABOUT LION ELECTRIC
Lion Electric 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
many 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. Lion shares are traded on the New York Stock Exchange and
the Toronto Stock Exchange under the symbol LEV.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS This press release contains "forward-looking
information" and "forward-looking statements" within the meaning of
applicable securities laws and within the meaning of the United
States Private Securities Litigation Reform Act of 1995
(collectively, "forward-looking statements"). Any statements
contained in this press release that are not statements of
historical fact, including statements regarding the proposed
Offering and the terms thereof, the purchase by Power Energy
Corporation of Units pursuant to the Offering, the listing of the
Unit Shares, the Warrant Shares and the Warrants on the NYSE and
the TSX, the closing of the Offering and the intended use of
proceeds thereof, are forward-looking statements and should be
evaluated as such.
Forward-looking statements may 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 and any other statements that predict
or indicate future events or trends or that are not statements of
historical matters, although not all forward-looking statements may
contain such identifying words. Such forward-looking statements are
based on a number of estimates and assumptions that the Company
believes are reasonable when made and inherently involve numerous
risks and uncertainties, known and unknown, including economic
factors. Such estimates and assumptions are made by the Company in
light of the experience of management and their perception of
historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
and reasonable in the circumstances. However, there can be no
assurance that such estimates and assumptions will prove to be
correct. A number of risks, uncertainties and other factors may
cause actual results to differ materially from the forward-looking
statements contained in this press release, including, among other
factors, those risk factors identified in the offering documents
relating to the Offering and the documents incorporated by
reference therein. Readers are cautioned to consider these and
other factors carefully when making decisions with respect to the
Units and not to place undue reliance on forward-looking
statements. Forward-looking statements contained in this press
release are not guarantees of future performance and, while
forward-looking statements are based on certain assumptions that
the Company considers reasonable, actual events and results could
differ materially from those expressed or implied by
forward-looking statements made by the Company. Readers cannot be
assured that the Offering discussed above will be completed on the
terms described above, or at all. Except as may be expressly
required by applicable law, the Company does not undertake any
obligation to update publicly or revise any such forward-looking
statements, whether as a result of new information, future events
or otherwise. All of the forward-looking statements contained in
this press release are expressly qualified by the foregoing
cautionary statements.
For further information:
Nicolas Brunet, Executive Vice-President and Chief Financial
Officer, 450-432-5466.
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