- The stock issuance will generate
approximately $48 million of cash to UQM
- The partnership with Hybrid Kinetic
Group Limited (“HKG”) brings UQM capital, infrastructure and access
to the China market, the largest electric vehicle market in the
world
- The transaction will allow UQM to
execute on its global growth strategy
- HKG will become the controlling
shareholder of UQM following the transaction
- The transaction is subject to approval
by the shareholders of UQM and HKG
- The Agreement calls for the UQM’s board
of directors to increase to nine members with five directors
nominated by HKG
UQM Technologies, Inc. (NYSE MKT: UQM) announced today
the signing of a definitive stock issuance and purchase agreement
(“Agreement”) with American Compass, Inc., a wholly-owned
subsidiary of Hybrid Kinetic Group Limited (“HKG”). HKG is a
Bermuda incorporated corporation with headquarters in Hong Kong.
The Agreement calls for HKG, through its wholly-owned subsidiary,
to purchase newly issued UQM common shares that will represent 58%
of UQM, and 54% on a fully-diluted basis. The purchase price is
$0.72 per share, which represents a 6.4% premium over the 90 day
closing price average for the period ending on the last trading
date before signing and a 14% premium over yesterday’s closing
price. The transaction will bring approximately $48 million in cash
to UQM. The terms of the Agreement were unanimously approved by the
Boards of Directors of both companies. UQM shareholders will
continue to hold their shares in UQM and UQM stock will continue to
be traded on the NYSE MKT.
The transaction, which is subject to usual and customary closing
conditions, requires approval by two-thirds of UQM’s outstanding
shares as well as the shareholders of HKG. Closing is expected to
occur as soon as possible following shareholders’ approval and
receipt of approval by the Committee on Foreign Investment in the
United States (CFIUS) and the required Hong Kong regulatory
authorities. The parties expect the closing will occur within the
following six months.
Following the closing of the transaction, UQM will continue to
support its existing customers around the world as well as new
business development programs. UQM’s headquarters will remain in
Longmont, Colorado.
As part of the Agreement, the parties have agreed that following
the closing, UQM’s board will be increased to nine directors
composed of UQM’s current CEO, three current UQM independent
directors and five directors nominated by HKG.
HKG, which is publically listed on the Stock Exchange of Hong
Kong (Stock Code: 01188), engages principally in the environmental
automobile and related business. It develops and manufactures
batteries and battery management systems and develops and
manufactures electric and hybrid vehicles. HKG has a market
capitalization of approximately $600 million.
“We are thrilled to be joining forces with HKG,” said Joe
Mitchell, President and CEO of UQM. “Finding a strong strategic
partner in Asia has been a priority for UQM with our potential
partner meeting three key criteria: 1) provide the necessary
capital to allow us to enter the China market; 2) provide the
infrastructure to support our continuing product development and
operations; and 3) provide access to customers in China to grow our
business. The investment by, and continuing partnership with, HKG
accomplishes all of these criteria. We believe HKG’s knowledge and
experience in the new energy market in China will enable us to
accelerate our strategic initiatives and make us a stronger
competitor in North America and globally, while creating long-term
shareholder value. This alliance provides UQM with access to the
largest electric vehicle market in the world and provides us with a
much stronger competitive position in the global market for
electric vehicles. We think this is a great win for our
shareholders, customers, and employees."
"We are delighted to welcome UQM to the HKG organization," said
Dr. Yeung Yung, Chairman of HKG. "UQM has developed the world’s
leading electric propulsion systems and has a team of talented
people that is second to none. We are excited about UQM's future
growth prospects and the value that each party brings to the new
alliance."
Advisors
BDA Partners is acting as financial advisor and Sherman &
Howard L.L.C. as US legal advisor to UQM. Duff & Phelps
provided a fairness opinion to the special committee of independent
directors of UQM’s Board of Directors. Locke Lord LLP serves as US
legal advisor to HKG on this transaction.
Conference Call Tomorrow
Joe Mitchell, UQM Chief Executive Officer, and David Rosenthal,
UQM Chief Financial Officer, will host a conference call for
analysts and investors tomorrow, June 29, 2016, at 8:30 a.m. (ET)
to discuss this announcement in further detail. To join this
conference call, please dial 1-888-241-0326 approximately ten
minutes before the conference is scheduled to begin and provide the
passcode “40705454” to access the call. International callers
should dial 1-647-427-3411. For anyone who is unable to participate
in the conference, a recording will be available for 7 days
beginning at 1:00 p.m. Eastern Time tomorrow. To access the
playback call 1-855-859-2056 and enter replay code “40705454#”.
International callers should dial +1-404-537-3406.
About UQM
UQM Technologies is a developer and manufacturer of power-dense,
high-efficiency electric motors, generators, power electronic
controllers and fuel cell compressors for the commercial truck,
bus, automotive, marine, military and industrial markets. A major
emphasis for UQM is developing propulsion systems for electric,
hybrid electric, plug-in hybrid electric and fuel cell electric
vehicles. UQM is TS 16949 and ISO 14001 certified and located in
Longmont, Colorado.
About HKG
HKG, a Bermuda incorporated corporation and headquartered in
Hong Kong, is principally engaged in the environmental automobile
and related business. It is a developer and manufacturer of
lithium-ion powered batteries and is in the business of development
and manufacturing of electric and hybrid vehicles. HKG was founded
by Dr. Yeung Yung. Dr. Yeung was previously the chairman, chief
executive officer and president of Brilliance China Automotive
Holdings Limited and was also the chairman and president of
Shenyang Jinbei Passenger Vehicle Manufacture Co., Ltd. from 1992
to 2002. Dr. Yeung is a well-known, highly successful automotive
industrialist with over 18 years’ experience in the automobile
industry as well as a pioneering international financier from
China.
Forward-Looking Statements
This Release contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
These statements appear in a number of places in this Release and
include statements regarding our plans, beliefs or current
expectations; including those plans, beliefs and expectations of
our management with respect to, among other things, the receipt and
timing of required approvals and satisfaction of other significant
conditions to the closing of the transaction with HKG, UQM’s
ability to successfully gain access to the Chinese electric vehicle
market as a result of this transaction, and UQM’s ability to secure
the anticipated benefits for its shareholders, customers, and
employees. Closing of the transaction is subject to the receipt of
necessary approval from UQM’s shareholders, as well as the
shareholders of HKG and approval from U.S. and Hong Kong
governmental authorities. Other important Risk Factors that could
cause actual results to differ from those contained in the
forward-looking statements are contained in our Form 10-K and Form
10-Q’s, which are available through our website at www.uqm.com or
at www.sec.gov.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval. This communication relates to a proposed issuance
and sale of stock by UQM to a wholly-owned subsidiary of Hybrid
Kinetic Group, Limited (“HKG”) that will result in HKG obtaining
majority control of UQM. In connection with this proposed
transaction, UQM may file one or more proxy statements or other
documents with the SEC. This communication is not a substitute for
any proxy statement or other document UQM may file with the SEC in
connection with the proposed transaction. INVESTORS AND
SHAREHOLDERS OF UQM ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s)
(if and when available) will be mailed to shareholders of UQM.
Investors and shareholders will be able to obtain free copies of
these documents (if and when available) and other documents filed
with the SEC by UQM through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
UQM will be available free of charge on the Company’s internet
website at www.uqm.com or by contacting the Company’s corporate
secretary’s office at 4120 Specialty Place, Longmont CO 80504 or by
calling (303) 682-4900.
Participants in Solicitation
UQM, its directors and certain of its executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in such solicitation in connection with the proposed merger will be
set forth in the proxy statement if and when it is filed with the
SEC. Information about the directors and executive officers of UQM
is set forth in UQM’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2016 and other reports and statements filed
with the SEC, including UQM’s proxy statement for its 2015 annual
meeting of shareholders, which was filed with the SEC on August 12,
2015, UQM’s Quarterly Reports on Form 10-Q and UQM’s Current
Reports on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
Source: UQM Technologies, Inc.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160628006684/en/
EnergyTech Investor, LLCShawn Severson,
415-233-7094orUQM Technologies, Inc.David Rosenthal,
303-682-4900
UQM Technologies (AMEX:UQM)
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