Hydrogenics Corporation Completes Sale Transaction With Cummins Inc.
September 09 2019 - 11:58AM
Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG) (the
“
Company”) is pleased to announce that it
completed today the previously-announced plan of arrangement
pursuant to which Atlantis Acquisitionco Canada Corporation
(the “
Purchaser”), a subsidiary of Cummins
Inc. (“
Cummins”) acquired all of the outstanding
common shares of the Company (the “
Shares”) by way
of a court-approved plan of arrangement under the Canada Business
Corporations Act (the “
Transaction”).
Pursuant to the Transaction, the Purchaser
acquired 15,486,610 Shares, representing 81.4% of the issued and
outstanding Shares, for cash consideration of US$15.00 per Share,
and The Hydrogen Company, a wholly-owned subsidiary of L’Air
Liquide S.A. (“Air Liquide”), contributed all of
its 3,537,931 Shares, representing 18.6% of the outstanding Shares,
for common shares of the Purchaser on a one-for-one basis, in lieu
of receiving the cash consideration from the Purchaser for its
Shares.
Shareholders other than The Hydrogen Company who
hold their Shares in registered form will receive payment of
US$15.00 in cash per Share following the deposit of their share
certificates with AST Trust Company (Canada), the depositary for
the Transaction, in accordance with the instructions contained in
the letter of transmittal previously sent to registered
shareholders. Shareholders who hold their Shares through a broker
or other intermediary should follow the instructions provided by
the broker or intermediary in order to receive payment of the
consideration for their Shares.
It is expected that the Company will be
de-listed from the Toronto Stock Exchange and NASDAQ shortly 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, the Company 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 laws, including with respect to the
de-listing of the Shares and the Company ceasing to be a reporting
issuer. 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 regulatory or stock exchange approvals.
Readers should not place undue reliance on the Company’s
forward-looking statements. Additional risks and uncertainties
regarding the Company are described in its publicly available
disclosure documents, as filed by the Company on SEDAR
(www.sedar.com) except as updated in this press release. The
forward-looking statements contained in this press release 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)
361-3660 investors@hydrogenics.com
Marc Beisheim Chief Financial Officer (905)
361-3660 investors@hydrogenics.com
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