Embark Trucks, Inc. completed the acquisition of Northern Genesis Acquisition Corp. II from Northern Genesis Sponsor II LLC, Alberta Investment Management Corporation and others in a reverse merger transaction.
The transaction is subject to, among other things, the approval by Northern Genesis' stockholders; the approval of Embark's stockholders; the receipt of certain regulatory approvals; required approvals to publicly list the securities of the combined company; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the registration statement being declared effective; the shares of New Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq, or if requested by Embark, the New York Stock Exchange; and Northern Genesis having at least $5,000,001 of net tangible assets. The Boards of Directors of both Embark and NGA have unanimously approved the transaction. NGA Board recommends that NGA's stockholders vote in favor of the transaction. On October 19, 2021, the U.S. Securities and Exchange Commission has declared effective its Registration Statement on Form S-4. Shareholders of Northern Genesis will hold meeting on November 9, 2021 to approve the transaction. As of November 8, 2021, NGA has achieved a quorum for the special meeting of its shareholders to be held on November 9, 2021. Northern Genesis 2's shareholders who have submitted proxies to date on the proposals have overwhelmingly voted in support of the business combination and all other proposals to be voted on at the Special Meeting. Accordingly, it is anticipated that the business combination and the other proposals will be approved at the Special Meeting and the valuation of the post-combination entity will be finalized. However, shareholders may change or revoke their proxies before or at the Special Meeting. The transaction was approved at a special meeting of NGA stockholders on November 9, 2021. The transaction is expected to be completed in the second half of 2021. As of October 19, 2021, the proposed business combination is expected to close on or about November 10, 2021.
Citigroup Global Markets Inc. is serving as exclusive financial advisor and capital markets advisor to Embark. J.P. Morgan Securities LLC is serving as financial advisor and capital markets advisor to Northern Genesis. J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and BMO Capital Markets are serving as joint placement agents for the PIPE. Justin G. Hamill, Marc A. Granger, David Ajalat, Rachel Sheridan, Shagufa Hossain, Katharine Moir and Austin Ozawa of Latham & Watkins LLP are lead legal counsel for Embark. James G. Goettsch, Rebecca Taylor, Victoria Sitz, Jason Reschly, Dan Geraghty and Jai Khanna of Husch Blackwell LLP are lead legal counsel for NGA and Northern Genesis Sponsor II. Winston & Strawn LLP is lead legal counsel to the placement agents on the PIPE transaction. Kevin Schmidt of Debevoise & Plimpton LLP acted as legal advisor to Canada Pension Plan Investment Board on the PIPE transaction. D.F. King & Co., Inc. is acting as proxy solicitor to Northern Genesis Acquisition. Continental Stock Transfer & Trust Company is the transfer agent for common shares of NGA.
Embark Trucks, Inc. completed the acquisition of Northern Genesis Acquisition Corp. II (NYSE:NGAB) from Northern Genesis Sponsor II LLC, Alberta Investment Management Corporation and others in a reverse merger transaction on November 10, 2021. Embark expanded its executive leadership team , adding Richard Hawwa as Chief Financial Officer, Sid Venkatesan as Chief Legal Officer, and Stephen Houghton as Chief Operations and Fleet Officer. Embark also added former U.S. Secretary of Transportation Elaine L. Chao to its Board of Directors. Additionally, Embark announced the formation of an industry advisory board , composed of six storied executives from companies like Cummins, Knight Transportation, Navistar, and others. The combined company has been renamed Embark Technology, Inc. and its shares will commence trading on the Nasdaq Capital Market under ticker symbol EMBK on November 11, 2021. Baird acted as a financial advisor to Embark Technology, Inc