Filed by LW EV Holdings, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Harley Davidson, Inc.
AEA-Bridges Impact Corp.
Commission File No.: 001-39584
Date: December 14, 2021
Transcript of External Video
JZ: Were
excited to share a landmark development in our decades plus EV journey that marks a new chapter of Harley-Davidsons legacy. Today we announced were taking LiveWire public by merging with
AEA-Bridges and listing on the New York Stock Exchange. Additionally, Harley-Davidson and our strategic partner KMYCO will each be making a $100 million investment into LiveWire. Todays announcement
is a historic milestone with LiveWire becoming the first publicly traded EV motorcycle company in the U.S. But building on the 118-year lineage, LiveWires mission is to be the most desirable motorcycle
brand in the world. Leading the electrification of the sport. LiveWire will be able to operate independently as an agile and innovative company with benefiting from the at-scale manufacturing and distribution
capabilities of our strategic partners Harley-Davidson and KMYCO. Together, Harley-Davidson, AEA-Bridges and KM believe in the future of LiveWire as a dedicated electric company with the ability to lead, grow
and revolutionize the electric motorcycle industry. This transaction will give LiveWire the dedicated resources and agility needed to pioneer the EV industry with the focus on the pursuit of urban adventure and beyond while allowing Harley-Davidson
to focus our 2025 strategy to deliver long-term profitable growth. Were very excited for the future of LiveWire as an independent company, however lets not forget LiveWire is and will always be part of the lineage of Harley-Davidson and
carries the heritage and DNA of the most desirable motorcycle brand in the world. Whats also important is that Harley-Davidson will benefit in the long run and continued advancement of EV technology and the increase in demand for EV that we
expect to see continue.
Forward-Looking Statements Legend
This communication may contain a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning Harley-Davidson, Inc. (H-D)s, LiveWire EV, LLC (LiveWire)s or
AEA-Bridges Impact Corp. (ABIC)s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on H-Ds, LiveWires or
ABICs managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words estimates, projected,
expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and
variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are outside H-Ds, LiveWires or ABICs managements control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to
the termination of negotiations and any subsequent definitive agreements with respect to the Business