MONTREAL, May 23, 2025 /CNW/ – The Lion Electric Company (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today the completion of the transactions (collectively, the “Transactions”) contemplated by the previously announced definitive agreement (the “Definitive Agreement”) dated May 15, 2025, entered into with a corporation newly incorporated for the sole purpose of completing the Transactions on behalf of a consortium comprised of Quebec based investors. The Definitive Agreement was entered into in connection with the Company’s proceedings under the Companies’ Creditor Arrangement Act (Canada) (the “CCAA Proceedings”) and the related sale and investment solicitation process conducted under the supervision of the Superior Court of Quebec (Commercial Division) (the “Court”) and Deloitte Restructuring Inc., in its capacity as Court-appointed monitor of the Company and its subsidiaries (in such capacity, the “Monitor”). The Definitive Agreement and the transaction contemplated thereby were approved by the Court on May 22, 2025.
Pursuant to the Transactions: (i) all of the issued and outstanding common shares of the Company, as well as any and all options, warrants and other instruments exercisable into, or convertible or exchangeable for, common shares of the Company, were ultimately cancelled for no consideration, (ii) certain excluded assets and excluded liabilities of the Company and its subsidiaries were vested-out and transferred to entities newly-incorporated for such purposes (the “ResidualCos”), and (iii) the Purchaser subscribed for a new class of common shares in the capital of the Company, as a result of which, upon closing of the transactions contemplated by the Definitive Agreement, the Purchaser became the sole shareholder of the Company.
Following the completion of the Transactions, the Company and certain of its subsidiaries emerged from the CCAA Proceedings and ceased to be applicants thereunder. Upon closing of the Transaction, the ResidualCos became applicants in the CCAA Proceedings. It is expected that the ResidualCos will be liquidated and eventually would-up by way of bankruptcy proceedings.
On May 15, 2025, the Autorité des marchés financiers issued a partial revocation order in respect of the failure-to-file cease trade order issued on April 17, 2025 (the “FFCTO”) in respect of the securities of the Company, solely for the purpose of completing the Transactions with the Purchaser.
Following completion of the Transactions, the Company intends to apply to cease to be a reporting issuer order in all of the provinces and territories of Canada and for a full revocation of the FFCTO.
Related Party Transaction Disclosure
The Purchaser is a “related party” of the Company as a result of Mr. Pierre Wilkie, a director of the Company, forming part of the consortium, and, accordingly, the Transactions constituted a “related-party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As a result of the Company being the subject of insolvency proceedings and the transactions contemplated by the Definitive Agreement not providing any recovery to holders of the Company’s equity securities, and subject to the orders granted by the Court under the Reverse Vesting Order, the Company relied on the exemptions to the formal valuation and majority of the minority approval requirements provided under Section 5.5(f) and 5.7(d), respectively, of MI 61-101.
ABOUT LION ELECTRIC
Lion Electric is an innovative manufacturer of zero-emission vehicles, including all electric school buses. 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.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the expectations that the Company cease to be a reporting issuer and that the FFCTO be fully revoked following completion of the transactions. 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. The forward-looking statements contained in this press release are based on a number of estimates and assumptions that Lion believes are reasonable when made. Such estimates and assumptions are made by Lion 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. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information on estimates, assumptions, risks and uncertainties underlying certain of the forward-looking statements made in this press release, please consult section 23.0 entitled “Risk Factors” of the Company’s annual management’s discussion and analysis of financial condition and results of operations (MD&A) for the fiscal year 2023, as well as other documents filed with the applicable Canadian regulatory securities authorities and the Securities and Exchange Commission, including the Company’s interim MD&As. Many of these risks are beyond Lion’s management’s ability to control or predict. All forward-looking statements attributable to Lion or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained and risk factors identified in the Company’s annual MD&A for the fiscal year 2023 and in other documents filed with the applicable Canadian regulatory securities authorities and the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under applicable securities laws, Lion undertakes no obligation, and expressly disclaims any duty, to update, revise or review any forward-looking information, whether as a result of new information, future events or otherwise.
SOURCE The Lion Electric Co.
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