- CNHTC owns a majority of Sinotruk (Hong
Kong) Limited (“Sinotruk”), a leading, multi-billion dollar global
manufacturer of heavy and light-duty commercial trucks and buses,
and related key vehicle parts and components.
- The transaction will take place in two
stages: the first stage having CNHTC purchase a 9.9% ownership in
UQM for approximately $5.1 million, and the second stage, after
required approvals, increasing the ownership to 34% of UQM on a
fully diluted basis for approximately $23.2 million.
- UQM and CNHTC plan to form a joint
venture in China to support Sinotruk in the commercial vehicle
electrification market along with supply to other Chinese
customers.
- The second stage is subject to approval
by the shareholders of UQM and clearance from the Committee on
Foreign Investment in the United States (“CFIUS”).
- Upon closing of the second stage, CNHTC
will have the right to nominate up to three of eight total
directors to UQM’s board of directors.
UQM Technologies, Inc. (NYSE MKT: UQM) announced today
that it has entered into a definitive stock purchase agreement
(“Agreement”) with China National Heavy Duty Truck Group Co., Ltd.
through its wholly owned subsidiary, Sinotruk (BVI) Limited
(collectively, “CNHTC”), the parent company of Sinotruk (Hong Kong)
Limited (“Sinotruk”), a leading Chinese commercial vehicle
manufacturer, and that UQM and CNHTC plan to create a joint venture
(“JV”) to manufacture and sell electric propulsion systems for
commercial vehicles and other vehicles in China. CNHTC has
headquarters in Jinan, China. CNHTC’s investment and creation of
the JV is planned to occur in two stages. First, CNHTC will acquire
newly issued common shares of UQM, resulting in a 9.9% ownership
interest of common shares issued and outstanding. This is expected
to close within 30 days of signing of the Agreement. Second, CNHTC
will acquire additional newly issued common shares resulting in
CNHTC owning a total of 34% of UQM’s issued and outstanding common
stock on a fully diluted basis. The purchase price is $0.95 per
share, which represents a 15% premium over the 30-day closing price
average for the period ending on the last trading date before
signing. The total transaction will bring approximately $28.3
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 Agreement is subject to usual and customary closing
conditions, and closing of the second stage will require approval
by UQM’s shareholders representing a majority of UQM’s voting
shares. Closing is expected to occur as soon as possible following
shareholders’ approval and receipt of approval from the Committee
on Foreign Investment in the United States (“CFIUS”) and the
required Chinese regulatory authorities. The parties expect the
closing will occur in December 2017.
As part of the Agreement, the parties have agreed that following
the closing, CNHTC will have the right to nominate up to three of
eight total directors to UQM’s board of directors with one CNHTC
representative expected to be elected as the Chairman of the
Board.
CNHTC is the parent company of Sinotruk (Hong Kong) Limited
(“Sinotruk”), a leading heavy-duty commercial vehicle manufacturer
in China and one of the largest commercial vehicle groups in the
world. In addition to heavy and light-duty commercial trucks and
buses, they also manufacture key parts and components such as
engines, cabins, axles, steel frames, and gearboxes. In Sinotruk’s
annual report for the year ended December 31, 2016, Sinotruk
reported audited revenues from these vehicles, parts, and
components of US$4.9 billion. They also reported shipping over
172,000 commercial vehicles and over 106,000 engines. Sinotruk has
over 25,000 employees.
After the closing of the Agreement, UQM and CNHTC intend to form
a joint venture for the manufacture and sales of electric
propulsion systems in China. The parties expect Sinotruk to be a
significant purchaser of electric drive trains from the JV for
Sinotruk’s commercial vehicles and other customers will be
identified for sales as well.
“After a long and thorough process to find the right strategic
partner to enter the China market and expand globally, we are
thrilled to be joining forces with CNHTC,” said Joe Mitchell,
President and CEO of UQM. “Finding a strong strategic partner in
Asia has been a major 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. In
all respects, CNHTC definitely meets all of these criteria. We
believe CNHTC’s size, global presence, and experience in commercial
vehicles and desire to become a major player in the new energy
market in China will enable us to accelerate our strategic
initiatives and also makes us a much stronger company, 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 believe our shareholders, customers and
employees will all benefit from this alliance, as it should put us
in a position to fully capitalize on our world class products and
technology in the rapidly expanding transportation electrification
market.”
"Vehicle electrification is the future and we are delighted to
bring UQM technology and capabilities into the CNHTC organization,"
said Mr. Ma Chunji, Chairman of CNHTC. "UQM has developed some of
the world’s leading electric propulsion systems and has a team of
talented people which is key to developing leading edge
technologies. 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 Snell &
Wilmer L.L.P. as US legal advisor to UQM. Ellenoff Grossman &
Schole LLP serves as US legal advisor to CNHTC on this
transaction.
Conference Call
Joe Mitchell, UQM Chief Executive Officer, and David Rosenthal,
UQM Chief Financial Officer, will host a conference call for
analysts and investors today, August 28, 2017 at 4:30 p.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 “77423478” 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 7:30 p.m. Eastern Time tomorrow. To access the
playback call 1-855-859-2056 and enter replay code “77423478#”.
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, 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 China National Heavy Duty Truck Group Co., Ltd. and
Sinotruk (Hong Kong) Limited
China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”) is the
parent company of Sinotruk (Hong Kong) Limited (“Sinotruk”), a
leading heavy-duty commercial vehicle manufacturer in China and one
of the largest commercial vehicles groups in the world. Its
products are distributed in over 90 countries worldwide, including
in South America, Africa, Southeast Asia, the Middle East, Ireland
and Australia, among many others.
Since its founding in 1950, CNHTC has had a long and successful
history cooperating with international partners in developing new
products and markets in China and elsewhere, including Steyr of
Austria, MAN SE of Germany, and Cargotec of Finland. CNHTC has two
subsidiaries listed on the Shenzhen Stock Exchange and the Hong
Kong Stock Exchange, respectively.
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: (i) the receipt
and timing of required approvals and satisfaction of other
significant conditions to the closing of the transaction with
CNHTC, (ii) the failure to reach binding or definitive agreement
between the parties regarding the potential formation of the joint
venture; (iii) UQM’s ability to successfully gain access to the
Chinese electric vehicle market as a result of the anticipated
joint venture transaction; (iv) uncertainties as to the future
operating and financial condition of the joint venture; (v)
difficulties or unanticipated expenses in connection with forming
or operating the joint venture; (vi) the risk that the potential
transactions disrupt our other operations, including the potential
loss of any existing customer or supplier relationships in China or
globally; (vii) UQM’s ability to secure the anticipated benefits of
the investment and the potential JV for its shareholders,
customers, and employees, and (viii) the impact of any changes in
general economic and market conditions. Closing of the transaction
is subject to the receipt of necessary approval from UQM’s
shareholders, and approval from U.S. and Chinese 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-KT 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 China National Heavy Duty Truck Group
Co., Ltd. (“CNHTC”) that will result in CNHTC obtaining a minority
ownership interest in UQM common stock. 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-KT for the
transitional nine-month period ended December 31, 2016 and other
reports and statements filed with the SEC, including 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/20170828005297/en/
EnergyTech Investor, LLCShawn Severson,
415-233-7094orUQM Technologies, Inc.David
Rosenthal, 303-682-4900
UQM Technologies (AMEX:UQM)
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