Hydrogenics Announces Closing of Underwritten Public Offering and Full Exercise of Over-Allotment Option
December 16 2015 - 5:41PM
Hydrogenics Corporation (NASDAQ:HYGS) (TSX:HYG)
(the "Company") today announced that it has successfully completed
its previously announced underwritten public offering of 2,448,385
common shares (the "Offering") at a price of $7.75 per share, which
includes 319,354 common shares issued pursuant to the
over-allotment option granted to the underwriters, which was
exercised in full. After deducting the underwriter discount and
commissions, the Company received proceeds before expenses of
$17,883,922.
The Company intends to use its net proceeds from
the Offering primarily for general corporate purposes, including to
support any negative cash flows from operating activities.
Craig-Hallum Capital Group LLC acted as sole
book-running manager for the Offering. Roth Capital Partners
acted as co-manager for the Offering.
The Offering was 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
offering was made only by means of a preliminary prospectus
supplement, a final prospectus supplement and the accompanying
short form base shelf prospectus. 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.
The common shares in the Offering are not
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 relied 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.
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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