MILWAUKEE and NEW
YORK and LONDON, Dec. 13,
2021 /PRNewswire/ -- Harley-Davidson, Inc.
("Harley-Davidson") (NYSE: HOG), the world's most desirable
motorcycle company, and AEA-Bridges Impact Corp. ("ABIC") (NYSE:
IMPX), a special purpose acquisition company with a dedicated
sustainability focus, sponsored by executives of AEA Investors and
Bridges Fund Management, today announced that they have entered
into a definitive business combination agreement under which ABIC
will combine with LiveWire (the "Company"), Harley-Davidson's
electric motorcycle division, to create a new publicly traded
company. Its common stock is expected to be listed on the New York
Stock Exchange under the symbol "LVW".
LiveWire plans to redefine motorcycling as the industry-leading,
all-electric motorcycle company, with a focus on the urban market
and beyond. As a strong and desirable brand with growing global
recognition, LiveWire plans to develop the technology of the future
and to invest in the capabilities needed to lead the transformation
of motorcycling. LiveWire will draw on its DNA as an agile
disruptor from the lineage of Harley-Davidson, capitalizing on a
decade of learnings in the EV sector and the iconic heritage of the
most desirable motorcycle brand in the world.
Jochen Zeitz, Chairman,
President and CEO of Harley-Davidson:
"Today's announcement
is a historic milestone with LiveWire set to become the first
publicly traded EV motorcycle company in the U.S. By building
on Harley-Davidson's 118-year lineage, LiveWire's mission is to be
the most desirable electric motorcycle brand in the world, leading
the electrification of the sport. This transaction will give
LiveWire the freedom to fund new product development and accelerate
its go-to-market model. LiveWire will be able to operate as an
agile and innovative public company while benefitting from the
at-scale manufacturing and distribution capabilities of its
strategic partners, Harley-Davidson and KYMCO."
John Garcia, Chairman and
Co-CEO of AEA-Bridges Impact Corp:
"We are at the
confluence of two seminal shifts impacting the industry – vehicle
electrification and sustainability. LiveWire is well-positioned to
become the premier sustainable electric motorcycle brand and
redefine the industry by leveraging the manufacturing and
distribution expertise of Harley-Davidson and KYMCO. We're excited
to partner with Harley-Davidson and the LiveWire team to help
define the future of electric motorcycles as the industry continues
its rapid transformation."
Together, Harley-Davidson, ABIC and KYMCO, believe in the
future of LiveWire as a dedicated electric brand with the ability
to lead, grow and revolutionize the electric motorcycle industry
and beyond.
LiveWire:
- Building on a 10-year journey within Harley-Davidson and
established as a separate division in 2019, LiveWire is an industry
leading, all-electric motorcycle brand with a focus on the urban
market, and a mission to pioneer the electric motorcycle space and
beyond.
- LiveWire will develop the technology of the future and will
invest in the capabilities needed to lead the transformation of
motorcycling.
- As a pure-play EV brand with first-mover advantage, LiveWire
has brand presence in North
America and Europe, with
planned expansion into additional markets including Asia.
- LiveWire has a deep track record of R&D investments and a
clearly defined strategy to capture increasing market share and
consumer adoption in the growing two-wheel EV transition, following
significant investment to date.
- LiveWire has a compelling financial profile with a robust new
product pipeline with breakthrough technology and features, and a
clear path to attractive long-term profitability.
- LiveWire will also include STACYC, the all-electric balance
bikes for kids.
Strategic rationale:
- LiveWire will benefit from its industry-leading strategic
partners, leveraging Harley-Davidson and KYMCO's engineering
expertise, manufacturing footprint, distribution, supply chain
infrastructure and global logistics capabilities.
- LiveWire will be the first public EV motorcycle company in the
U.S. with its products designed and developed in America.
- LiveWire will expand its own product portfolio while focusing
on the rapidly developing future of EV, ensuring that future
technology is applicable to Harley-Davidson's core segments.
- EV is an integral part of The Hardwire,
Harley-Davidson's 2021-2025 strategic plan to achieve long-term
profitable growth and shareholder value creation. The
transaction provides the required focus and investment necessary to
win in electric.
Transaction Overview:
- The transaction will be financed by ABIC's $400 million cash held in trust*, a $100 million investment from Harley-Davidson, and
a $100 million investment from KYMCO,
through a PIPE (private investment in public equity).
- The combined company is expected to have an enterprise value of
approximately $1.77 billion and
post-money equity value of approximately $2.31 billion at
closing.
- Jochen Zeitz, Chairman,
President and CEO of Harley-Davidson, will be Chairman and serve as
Acting CEO of LiveWire for up to two years following completion of
the transaction. Ryan Morrissey will
serve as President of LiveWire
- LiveWire's Board of Directors will include independent
directors in addition to representation from Harley-Davidson and
ABIC.
- The net cash proceeds will be used to fund LiveWire's strategic
plan to accelerate its go-to-market strategy, invest in new product
development, and enhance its global manufacturing and distribution
capabilities.
- Upon closing of the transaction, Harley-Davidson will retain an
equity interest in the Company of approximately 74%, ABIC's
shareholders will own approximately 17%, and ABIC's founders and
KYMCO will own approximately 4% each*.
- As the majority shareholder in LiveWire following the
transaction, Harley-Davidson will continue to consolidate
LiveWire's results of operations for GAAP financial reporting
purposes. LiveWire will be reported as a separate segment within
Harley-Davidson's financials with GAAP disclosures recognizing
amounts attributable to the noncontrolling interests.
- The transaction, which has been approved by the boards of
directors of both Harley-Davidson and ABIC, is expected to close in
the first half of 2022, and is subject to the approval of ABIC
shareholders and other customary closing conditions.
Additional information about the proposed transaction, including
a copy of the Business Combination Agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by AEA-Bridges Impact Corp. with the SEC and available at
www.sec.gov.
*Assuming no redemptions by ABIC's shareholders
Advisors
J.P. Morgan Securities LLC is serving as
financial advisor to Harley-Davidson, and Latham & Watkins LLP
is serving as legal counsel. Credit Suisse Securities (USA) LLC is serving as financial advisor and
capital markets advisor to ABIC. Citigroup Global Markets Inc. is
serving as capital markets advisor to ABIC. Kirkland & Ellis
LLP is acting as legal counsel to ABIC.
Investor Conference Call
Harley-Davidson and ABIC will
host a conference call today at 8:30 a.m. ET to discuss the
transaction. The webcast login and supporting slides can be
accessed
at http://investor.harley-davidson.com/news-and-events/events-and-presentations.
For those unable to participate in the live call, a replay of the
webcast will be available
at http://investor.harley-davidson.com/news-and-events/events-and-presentations.
Additional Information about the Transactions and Where to
Find It
In connection with the proposed business combination
between LiveWire and ABIC (the "Business Combination") LW EV
Holdings, Inc. ("HoldCo") and ABIC intend to file a registration
statement on Form S-4 (as may be amended from time to time, the
"Registration Statement") as co-registrants that includes a
preliminary proxy statement/prospectus of ABIC and a preliminary
prospectus of HoldCo, and after the Registration Statement is
declared effective, ABIC will mail a definitive proxy
statement/prospectus relating to the Business Combination to ABIC's
shareholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by
the Securities and Exchange Commission ("SEC"), will contain
important information about the Business Combination and the other
matters to be voted upon at a meeting of ABIC's shareholders to be
held to approve the Business Combination (and related matters).
This communication does not contain all the information that should
be considered concerning the Business Combination and other matters
and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters. H-D,
HoldCo and ABIC may also file other documents with the SEC
regarding the Business Combination. ABIC shareholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/prospectus and other documents
filed in connection with the Business Combination, as these
materials will contain important information about H-D, HoldCo,
ABIC, LiveWire and the Business Combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the Business Combination will be
mailed to ABIC shareholders as of a record date to be established
for voting on the Business Combination. Shareholders will also be
able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed or that will be filed with the SEC by ABIC
through the website maintained by the SEC at www.sec.gov, or by
directing a request to AEA-Bridges Impact Corp., PO Box 1093,
Boundary Hall, Cricket Square, Grand
Cayman KY1-1102 Cayman
Islands.
Participants in the Solicitation
ABIC, H-D, LiveWire
and their respective directors and officers may be deemed
participants in the solicitation of proxies of ABIC shareholders in
connection with the Business Combination. ABIC shareholders and
other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of ABIC. and Aa
description of their interests in ABIC is contained in ABIC's final
prospectus related to its initial public offering, dated
October 1, 2021 and in ABIC's
subsequent filings with the SEC. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to ABIC shareholders in connection with the
Business Combination and other matters to be voted upon at the ABIC
shareholder meeting will be set forth in the Registration Statement
for the Business Combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Business Combination will be
included in the Registration Statement that ABIC and HoldCo intends
to file with the SEC. You may obtain free copies of these documents
as described in the preceding paragraph.
Forward Looking Statements
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 ABIC's, H-D's or
LiveWire'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 ABIC's, H-D's or LiveWire's management's 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-D's, LiveWire's or ABIC's
management's 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 Combination;
(b) the outcome of any legal proceedings that may be
instituted against ABIC, H-D, LiveWire or others following the
announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete
the Business Combination due to the failure to obtain approval of
the shareholders of ABIC, to obtain financing to complete the
Business Combination or to satisfy other conditions to closing;
(d) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (e) the
ability to meet the applicable stock exchange listing standards
following the consummation of the Business Combination; (f) the
inability to complete the private placement or backstop
transactions contemplated by the Business Combination Agreement and
related agreements, as applicable; (g) the risk that the Business
Combination disrupts current plans and operations of LiveWire or
its subsidiaries as a result of the announcement and consummation
of the transactions described herein; (h) the ability to recognize
the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of
LiveWire to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (i) costs related to the Business
Combination; (j) changes in applicable laws or regulations,
including legal or regulatory developments (including, without
limitation, accounting considerations) which could result in the
need for ABIC to restate its historical financial statements and
cause unforeseen delays in the timing of the Business Combination
and negatively impact the trading price of ABIC's securities and
the attractiveness of the Business Combination to investors; (k)
the possibility that H-D, LiveWire and ABIC may be adversely
affected by other economic, business, and/or competitive factors;
(l) H-D's ability to execute its business plans and strategies,
including The Hardwire, (m) LiveWire's estimates of expenses and
profitability and (n) other risks and uncertainties indicated from
time to time in the final prospectus of ABIC, including those under
"Risk Factors" therein, and other documents filed or to be filed
with the SEC by H-D, HoldCo or ABIC. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements, and H-D, LiveWire, Holdco and ABIC
assume no obligation and, except as required by law, do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
H-D, LiveWire, Holdco nor ABIC gives any assurance that either
LiveWire or ABIC will achieve its expectations.
Disclaimer
This communication relates to a proposed
business combination between LiveWire and ABIC. This document does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
About Harley-Davidson
Harley-Davidson, Inc. is the
parent company of Harley-Davidson Motor Company and Harley-Davidson
Financial Services. Our vision: Building our legend and leading our
industry through innovation, evolution and emotion. Our mission:
More than building machines, we stand for the timeless pursuit of
adventure. Freedom for the soul. Our ambition is to maintain our
place as the most desirable motorcycle brand in the world. Since
1903, Harley-Davidson has defined motorcycle culture by delivering
a motorcycle lifestyle with distinctive and customizable
motorcycles, experiences, motorcycle accessories, riding gear and
apparel. Harley-Davidson Financial Services provides financing,
insurance and other programs to help get riders on the road.
www.harley-davidson.com.
About AEA-Bridges Impact Corp.
AEA-Bridges Impact
Corp. is a newly incorporated exempt company formed for the purpose
of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with a
target business. The Company may pursue a business combination
target in any industry or geographic region and will invest using
the lens of the UN Sustainable Development Goals, which reflect
social and environmental mega-trends that are re-shaping our world.
www.aeabridgesimpactcorp.com
About KYMCO
KYMCO is a global powersport group with a
presence in over 100 countries. Our products include scooters,
motorcycles, ATVs and utility vehicles. Sustainability has been at
the heart of everything we do. This unwavering devotion has driven
KYMCO's electrification endeavor for over 20 years. We are on a
mission to create personal vehicles that win the hearts of
consumers all over the world. Learn more about KYMCO at
www.kymco.com
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SOURCE Harley-Davidson, Inc.
