Hydrogenics Corporation Shareholders Approve Transaction With Cummins Inc.
August 29 2019 - 12:32PM
Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG) (the
“
Company” or “
Hydrogenics”) is
pleased to announce that at the special meeting of its shareholders
held today (the “
Meeting”), shareholders voted in
favour of a special resolution (the “
Transaction
Resolution”) approving the previously announced plan of
arrangement pursuant to which Atlantis AcquisitionCo Canada
Corporation (the “
Purchaser”), a subsidiary of
Cummins Inc. will, among other things, acquire all of the
outstanding common shares of the Company (the
“
Shares”), other than the Shares owned by The
Hydrogen Company, a wholly owned subsidiary of L’Air Liquide S.A.,
for US$15.00 in cash per Share
(the “
Transaction”). The Hydrogen Company has
agreed to contribute its Shares for common shares of the Purchaser,
on a one for one basis, pursuant to the Transaction in lieu of
receiving the cash consideration from the Purchaser for its Shares.
The Transaction required approval by: (i) 66
2/3% of the votes cast by shareholders present in person or
represented by proxy at the Meeting; and (ii) a simple majority of
the votes cast at the Meeting in person or by proxy by
shareholders, excluding Shares held by The Hydrogen Company and its
affiliates, and any other shareholders required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions
(“MI 61‑101”).
An aggregate of 10,583,881 Shares were voted in
favour of the Transaction Resolution, representing approximately
86.63% of the votes cast on the Transaction Resolution. In
addition, an aggregate of 6,868,680 Shares, representing
approximately 80.78% of the votes cast on the resolution, excluding
the votes attached to Shares required to be excluded pursuant to MI
61-101, were voted in favour of the Transaction.
The Company’s full report of voting results can
be found under the Company’s issuer profile at www.sedar.com.
Completion of the Transaction remains subject to
the satisfaction of certain customary closing conditions, including
court approval. The Company intends to seek a final order of the
Ontario Superior Court of Justice (Commercial List) to approve the
Transaction at a hearing expected to be held on September 3, 2019.
Provided that such approval is granted, and all other closing
conditions are satisfied or waived, the Transaction is expected to
be completed on or about September 9, 2019. Following completion of
the Transaction, the Company will be de-listed from the Toronto
Stock Exchange and NASDAQ and applications will be made for the
Company to cease to be a reporting issuer or equivalent under the
securities legislation of each of the provinces of Canada and the
Company’s registration of Shares under the United States Securities
Exchange Act of 1934 will be terminated.
About Hydrogenics
Corporation
Hydrogenics Corporation (www.hydrogenics.com) is
a world leader in engineering and building the technologies
required to enable the acceleration of a global power shift.
Headquartered in Mississauga, Ontario, Hydrogenics provides
hydrogen generation, energy storage and hydrogen power modules to
its customers and partners around the world. Hydrogenics has
manufacturing sites in Germany, Belgium and Canada and service
centers in Russia, Europe, the US and Canada.
Forward-Looking
Information:
This release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995, and under
applicable Canadian securities law, including with respect to the
timing and completion of the Transaction. These statements are
based on management’s current expectations and actual results may
differ from these forward-looking statements due to numerous
factors, including: the failure to obtain necessary approvals or
satisfy the conditions to closing the Transaction; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the arrangement agreement dated June 28, 2019,
which provides for the Transaction; material adverse changes in the
business or affairs of the Company; either party’s failure to
consummate the Transaction when required; our inability to increase
our revenues or raise additional funding to continue operations,
execute our business plan, or to grow our business; our inability
to increase our revenues or raise additional funding to continue
operations, execute our business plan, or to grow our business;
inability to address a slow return to economic growth, and its
impact on our business, results of operations and consolidated
financial condition; our limited operating history; inability to
implement our business strategy; fluctuations in our quarterly
results; failure to maintain our customer base that generates the
majority of our revenues; currency fluctuations; failure to
maintain sufficient insurance coverage; changes in value of our
goodwill; failure of a significant market to develop for our
products; failure of hydrogen being readily available on a
cost-effective basis; changes in government policies and
regulations; failure of uniform codes and standards for hydrogen
fueled vehicles and related infrastructure to develop; liability
for environmental damages resulting from our research, development
or manufacturing operations; failure to compete with other
developers and manufacturers of products in our industry; failure
to compete with developers and manufacturers of traditional and
alternative technologies; failure to develop partnerships with
original equipment manufacturers, governments, systems integrators
and other third parties; inability to obtain sufficient materials
and components for our products from suppliers; failure to manage
expansion of our operations; failure to manage foreign sales and
operations; failure to recruit, train and retain key management
personnel; inability to integrate acquisitions; failure to develop
adequate manufacturing processes and capabilities; failure to
complete the development of commercially viable products; failure
to produce cost-competitive products; failure or delay in field
testing of our products; failure to produce products free of
defects or errors; inability to adapt to technological advances or
new codes and standards; failure to protect our intellectual
property; our involvement in intellectual property litigation;
exposure to product liability claims; failure to meet rules
regarding passive foreign investment companies; actions of our
significant and principal shareholders; dilution as a result of
significant issuances of our common shares and preferred shares;
inability of US investors to enforce US civil liability judgments
against us; volatility of our common share price; and dilution as a
result of the exercise of options; and failure to meet continued
listing requirements of Nasdaq. Readers should not place undue
reliance on the Company’s forward-looking statements. Investors are
encouraged to review the section captioned “Risk Factors” in the
Company’s regulatory filings with the Canadian securities
regulatory authorities and the US Securities and Exchange
Commission for a more complete discussion of factors that could
affect the Company’s future performance. Furthermore, the
forward-looking statements contained herein are made as of the date
of this release, and the Company undertakes no obligation to revise
or update any forward-looking statements in order to reflect events
or circumstances that may arise after the date of this release,
unless otherwise required by law. The forward-looking statements
contained in this release are expressly qualified by this
paragraph.
For further information, contact:
Daryl Wilson Chief Executive Officer (905)
361-3660investors@hydrogenics.com Marc Beisheim
Chief Financial Officer (905) 361-3660
investors@hydrogenics.com
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