Atlantis Acquisitionco Canada Corporation Acquires 100% of Common Shares of Hydrogenics Corporation
September 09 2019 - 4:11PM
Effective today, the previously-announced court-approved plan of
arrangement carried out under the provisions of Section 192 of the
Canada Business Corporations Act (the
“
Transaction”) for Hydrogenics Corporation
(NASDAQ: HYGS; TSX: HYG) (the “
Company”) was
completed and Atlantis Acquisitionco Canada Corporation (the
“
Purchaser”), a subsidiary of Cummins Inc.
(“
Cummins”), acquired all of the outstanding
common shares of the Company (the “
Shares”).
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 (C$19.84)
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,
representing a value of US$53,068,965 (C$70,205,464), in lieu of
receiving the cash consideration from the Purchaser for its Shares.
Each outstanding DSU, PSU and RSU of the Company was surrendered to
the Company and cancelled in exchange for US$15.00 (C$19.84) per
unit, and each outstanding Option of the Company was surrendered to
the Company and cancelled in exchange for the payment of the
positive difference between US$15.00 (C$19.84) and the exercise
price payable under such Option. The total cash consideration paid
by the Purchaser was US$244,051,347 (C$322,858,003).
Immediately before the completion of the
Transaction, Cummins and the Purchaser did not have beneficial
ownership of, or control and direction over, any securities of the
Company. Air Liquide, indirectly through The Hydrogen Company (each
a joint actor, under Canadian securities laws, of Cummins and the
Purchaser), had beneficial ownership of, and control and direction
over, 3,537,931 Shares, representing approximately 18.6% of the
issued and outstanding Shares. Pursuant to the Transaction, The
Hydrogen Company contributed all of its 3,537,931 Shares for
3,537,931 common shares of Purchaser, and concurrently purchased an
additional 226,667 common shares of the Purchaser. Immediately
following the completion of the Transaction, the Purchaser has
beneficial ownership of and control over 19,024,541 Shares,
representing 100% of the issued and outstanding Shares. The purpose
of the Transaction was to enable the Purchaser to acquire all of
the issued and outstanding Shares.
The Purchaser’s head office is located at 100
King Street West, Suite 1600, 1 First Canadian Place, Toronto,
Ontario, Canada M5X 1G5. Cummins’ head office is located at 500
Jackson Street, Columbus, Indiana, United States 47201. Air
Liquide’s head office is located at 75, quai d'Orsay, 75007 Paris,
France and The Hydrogen Company’s head office is located at 6, rue
Cognacq-Jay, 75007 Paris, France.
This press release is issued pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which also requires a
report to be filed with regulatory authorities in each of the
jurisdictions in which the Company is a reporting issuer containing
information with respect to the foregoing matters (the
"Early Warning Report"). A copy of the Early
Warning Report will appear with the Company’s documents on the
System for Electronic Document Analysis and Retrieval (SEDAR) and
may be obtained upon request from Kevin R. Caudill, Secretary,
Atlantis Acquisitionco Canada Corporation, tel. 1 (812) 377-3609.
The Company’s head office address is located at 220 Admiral
Boulevard, Mississauga, Ontario L5T 2N6.
For more information, please
contact:
Atlantis Acquisitionco Canada Corporation 100
King Street West, Suite 1600 1 First Canadian Place Toronto,
Ontario M5X 1G5
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