Hydrogenics Announces Proposed Public Offering of Common Shares
December 07 2015 - 7:30AM
Hydrogenics Corporation (NASDAQ:HYGS) (TSX:HYG)
(the "Company") today announced that it has commenced an
underwritten public offering of $15.0 million of common shares (the
"Offering"). In addition, the Company intends to grant the
underwriters an option to purchase additional shares equal to up to
15% of the aggregate number of shares to be sold in the Offering.
Craig-Hallum Capital Group LLC is acting as sole book-running
manager for the proposed Offering. Roth Capital Partners is acting
as co-manager for the proposed Offering. The proposed Offering will
be subject to customary conditions, including the approval of the
Toronto Stock Exchange and the NASDAQ Global Market, and there can
be no assurance as to whether or when the proposed Offering may be
completed, or as to the actual size or terms of the Offering.
The Offering is being conducted pursuant to the Company's
effective shelf registration statement on Form F-10 filed with the
U.S. Securities and Exchange Commission (the "SEC"). The proposed
offering will be made only by means of a preliminary prospectus
supplement, a final prospectus supplement and the accompanying
short form base shelf prospectus. When available, copies of the
preliminary prospectus supplement, the final prospectus supplement
and the accompanying short form base shelf prospectus may be
obtained from Craig-Hallum Capital Group, 222 South Ninth Street,
Suite 350, Minneapolis, MN 55402, telephone 612-334-6300, email:
prospectus@chlm.com. Electronic copies of the preliminary
prospectus supplement, the final prospectus supplement and the
accompanying short form base shelf prospectus will also be
available free of charge on the SEC's website at www.sec.gov or on
the SEDAR website maintained by the Canadian Securities
Administrators at www.sedar.com.
The common shares in the proposed Offering will not be qualified
for sale under the securities laws of Canada or any province or
territory of Canada and are not being offered for sale in Canada or
to any resident of Canada. The Company is relying on the exemption
set forth in Section 602.1 of the Company Manual of the TSX which
exemption provides that the TSX will not apply certain of its
standards to eligible interlisted issuers.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
About Hydrogenics
Hydrogenics Corporation 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 centres in Russia, Europe, the US and
Canada.
Forward-looking Statements
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. These statements are based on management's
current expectations and actual results may differ from these
forward-looking statements due to numerous factors, including: 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
fuelled 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. Readers should not place undue
reliance on Hydrogenics' forward-looking statements. Investors are
encouraged to review the section captioned "Risk Factors" in
Hydrogenics' 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 Hydrogenics' future performance. Furthermore, the
forward-looking statements contained herein are made as of the date
of this release, and Hydrogenics undertakes no obligations 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.
CONTACT: Investor Contacts:
Bob Motz, Chief Financial Officer
(905) 361-3660
investors@hydrogenics.com
Chris Witty
Hydrogenics Investor Relations
(646) 438-9385
cwitty@darrowir.com
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